SCHERING PLOUGH CORP
10-Q, 1996-10-30
PHARMACEUTICAL PREPARATIONS
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WD060201.10Q


             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                                FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


            For the quarterly period ended September 30, 1996



                      Commission file number 1-6571




                       SCHERING-PLOUGH CORPORATION



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



Indicate by check mark whether the registrant (1) 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 (2) has been subject to
such filing requirements for the past 90 days.


                    YES    X             NO




Common Shares Outstanding as of September 30, 1996: 369,379,595

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>

            SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
                 STATEMENTS OF CONSOLIDATED INCOME
                             (UNAUDITED)
           (Dollars in millions, except per share figures)
<CAPTION>
                                    Three Months         Nine Months
                                       Ended                Ended
                                    September 30         September 30

                                   1996      1995      1996      1995
<S>                              <C>       <C>       <C>       <C>


Sales . . . . . . . . . . . . .  $1,382.2  $1,256.8  $4,241.5  $3,813.5
Costs and expenses:
 Cost of sales. . . . . . . . .     257.7     237.8     807.4     746.1
 Selling, general
  and administrative. . . . . .     562.7     509.7   1,644.6   1,477.4
 Research and development . . .     182.0     165.8     522.8     475.1
 Other, net . . . . . . . . . .      (6.6)      8.9      27.7      37.3
                                    995.8     922.2   3,002.5   2,735.9

Income before income taxes. . .     386.4     334.6   1,239.0   1,077.6
Income taxes. . . . . . . . . .      94.7      82.0     303.6     264.0
Income from continuing operations   291.7     252.6     935.4     813.6
Discontinued operations, net of
 tax:
 Loss from operations. . . . . .        -         -         -     (10.2)
 Loss on disposal. . . . . . . .        -         -         -    (156.2)
Net income. . . . . . . . . . .  $  291.7  $  252.6  $  935.4  $  647.2

Earnings per common share:
 Continuing operations. . . . .  $    .79  $    .68  $   2.54  $   2.19
 Discontinued operations:
  Loss from operations. . . . .         -         -         -      (.03)
  Loss on disposal. . . . . . .         -         -         -      (.42)
Total . . . . . . . . . . . . .  $    .79  $    .68  $   2.54  $   1.74

Dividends per common share. . .  $    .33  $    .29  $    .95  $   .835

<FN>
        See notes to consolidated financial statements.
</TABLE>
<PAGE>



<TABLE>
             SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                            (UNAUDITED)
            (Dollars in millions, except per share figures)
<CAPTION>
                                           September, 30  December 31,
                                                1996          1995
<S>                                        <C>            <C>
Assets

 Cash and cash equivalents . . . . . . . . $    437.2     $   321.4
 Accounts receivable, net. . . . . . . . .      571.2         569.3
 Inventories . . . . . . . . . . . . . . .      574.1         502.0
 Prepaid expenses, deferred income
  taxes and other current assets . . . . .      674.0         563.6
     Total current assets. . . . . . . . .    2,256.5       1,956.3
 Property, plant and equipment . . . . . .    3,284.9       3,136.0
 Less accumulated depreciation . . . . . .    1,105.2       1,037.1
     Property, net . . . . . . . . . . . .    2,179.7       2,098.9
 Other assets. . . . . . . . . . . . . . .      760.1         609.4
                                           $  5,196.3     $ 4,664.6
Liabilities and Shareholders' Equity

 Accounts payable. . . . . . . . . . . . . $    312.9     $   374.2
 Short-term borrowings and current
  portion of long-term debt. . . . . . . .      562.3         841.3
 Other accrued liabilities . . . . . . . .    1,420.6       1,146.6
     Total current liabilities . . . . . .    2,295.8       2,362.1
 Long-term debt. . . . . . . . . . . . . .       42.0          87.1
 Other long-term liabilities . . . . . . .      618.1         592.5

Shareholders' Equity:
 Preferred shares - $1 par value
  each; issued - none. . . . . . . . . . .          -             -
 Common shares - $1 par value each; shares
  issued: 1996 - 507,368,360
  1995 - 502,965,382 . . . . . . . . . . .      507.4         503.0
 Paid-in capital . . . . . . . . . . . . .      146.0          49.5
 Retained earnings . . . . . . . . . . . .    4,927.5       4,341.8
 Foreign currency translation
  adjustment and other . . . . . . . . . .     (129.7)       (103.9)
     Total . . . . . . . . . . . . . . . .    5,451.2       4,790.4
 Less treasury shares, at cost -
  1996, 137,988,765 shares;
  1995, 138,796,653 shares . . . . . . . .    3,210.8       3,167.5
     Total shareholders' equity. . . . . .    2,240.4       1,622.9
                                           $  5,196.3     $ 4,664.6
<FN>
              See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
                    STATEMENTS OF CONSOLIDATED CASH FLOWS
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30
                                 (UNAUDITED)
                            (Dollars in millions)
<CAPTION>
                                               1996          1995
<S>                                          <C>           <C>
Operating Activities:
 Income from continuing operations . . . .   $  935.4      $ 813.6
 Depreciation and amortization . . . . . .      127.1        120.1
 Working capital changes - source (use):
  Accounts receivable. . . . . . . . . . .      (17.2)        39.9
  Inventories. . . . . . . . . . . . . . .      (84.2)       (24.5)
  Other current assets . . . . . . . . . .     (113.0)       (64.1)
  Accounts payable and other accrued
   liabilities . . . . . . . . . . . . . .      187.2        173.1
 Other, net. . . . . . . . . . . . . . . .       (5.3)       (62.3)
 Net cash provided by operating
  activities . . . . . . . . . . . . . . .    1,030.0        995.8

Investing Activities:
 Reduction of investments. . . . . . . . .         .6         45.3
 Purchases of investments. . . . . . . . .      (34.6)       (80.4)
 Capital expenditures. . . . . . . . . . .     (208.0)      (167.6)
 Other, net. . . . . . . . . . . . . . . .       (1.8)        (1.5)
 Net cash used for investing
  activities . . . . . . . . . . . . . . .     (243.8)      (204.2)

Financing Activities:
 Dividends paid to common shareholders . .     (349.7)      (310.4)
 Repayment of long-term debt . . . . . . .     (140.3)           -
 Short-term borrowings, net. . . . . . . .     (180.0)      (102.4)
 Common shares repurchased . . . . . . . .      (45.9)      (268.0)
 Proceeds from other equity
  transactions . . . . . . . . . . . . . .       46.2         33.9
 Other, net. . . . . . . . . . . . . . . .          -           .6
 Net cash used for financing
  activities . . . . . . . . . . . . . . .     (669.7)      (646.3)
Effect of exchange rates on cash and
 cash equivalents. . . . . . . . . . . . .        (.7)        (3.9)
Net Cash Flow from Continuing Operations .      115.8        141.4
Net Cash Flow from Discontinued Operations          -         79.7
Net increase in cash and cash equivalents .     115.8        221.1
Cash and cash equivalents, beginning
 of period . . . . . . . . . . . . . . . .      321.4        115.6
Cash and cash equivalents, end of period .   $  437.2      $ 336.7
<FN>
              See notes to consolidated financial statements.
</TABLE>
          SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)
         (Dollars in millions, except per share figures)

Basis of Presentation

The   unaudited  financial  statements  included  herein   have   been
prepared  pursuant  to  the rules and regulations  of  the  Securities
and   Exchange  Commission  for  reporting  on  Form  10-Q.    Certain
information   and   footnote   disclosures   normally   included    in
financial   statements   prepared   in   accordance   with   generally
accepted   accounting  principles  have  been  condensed  or   omitted
pursuant  to  such  rules and regulations.  The statements  should  be
read  in  conjunction  with  the  accounting  policies  and  notes  to
consolidated  financial  statements included  in  the  Company's  1995
Annual Report on Form 10-K.

In  the  opinion  of  management,  the  financial  statements  reflect
all  adjustments  necessary  for a fair statement  of  the  operations
for the interim periods presented.

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  do  not  have  a  material  effect   on   the
determination  of  earnings  per common share.   The  weighted-average
number  of  shares  used  in the computation of  earnings  per  common
share  for  the  nine months ended September 30, 1996  and  1995  were
367,976,072 and 371,203,591, respectively.

During    the   first   quarter   of   1996,   the   Company    issued
approximately  1.0  million  shares  of  common  stock  in  connection
with   the  acquisition  of  Canji,  Inc.,  a  gene  therapy   company
(accounted  for  using  the  purchase method  of  accounting).   Also,
during   the   first   six  months  of  1996,   the   Company   issued
approximately  3.4  million shares of common  stock  in  exchange  and
settlement  for  warrants to purchase 14.2 million  shares  of  common
stock.

Inventories

Inventories consisted of:           September 30,   December 31,
                                        1996           1995

    Finished products . . . . . . .   $ 255.0        $ 213.2
    Goods in process. . . . . . . .     187.4          179.4
    Raw materials and supplies. . .     131.7          109.4
      Total inventories . . . . . .   $ 574.1        $ 502.0
Sales

Segment  sales  for  the  nine months ended  September  30,  1996  and
1995 were as follows:
                                       1996            1995

    Pharmaceutical products . . . .  $3,748.9        $3,290.4
    Health care products. . . . . .     492.6           523.1
      Consolidated sales. . . . . .  $4,241.5        $3,813.5

Legal and Environmental Matters

The  Company  is  involved  in various claims  and  legal  proceedings
of   a   nature   considered   normal  to  its   business,   including
environmental  matters  and  product liability  cases.   The  recorded
liabilities  for  these  matters  at  September  30,  1996  were   not
material.   Management   believes  that,  except   for   the   matters
discussed  in  the  following  paragraph,  it  is  remote   that   any
material  liability  in  excess  of  the  amounts  accrued   will   be
incurred.

The  Company  is  a  defendant  in more  than  150  antitrust  actions
commenced   in   state  and  federal  courts  by  independent   retail
pharmacies,    chain   retail   pharmacies   and    consumers.     The
plaintiffs  allege  price  discrimination  and/or  conspiracy  between
the  Company  and  other  defendants  to  restrain  trade  by  jointly
refusing  to  sell  prescription drugs at  discounted  prices  to  the
plaintiffs.   One  of the federal cases is a class  action  on  behalf
of   approximately  two-thirds  of  all  retail  pharmacies   in   the
United   States  alleging  a  price-fixing  conspiracy.   The  Company
has  agreed  to  settle  the  federal class  action  for  a  total  of
$22.1  payable  over  three  years.  The  settlement  provides,  among
other   things,   that  the  Company  shall  not   refuse   to   grant
discounts  on  brand  name  prescription drugs  to  a  retailer  based
solely  on  its  status  as  a retailer and  that,  to  the  extent  a
retailer  can  demonstrate its ability to affect  market  share  of  a
Company  brand  name  prescription  drug  in  the  same  manner  as  a
managed  care  organization  with  which  the  retailer  competes,  it
will  be  entitled  to  negotiate similar incentives  subject  to  the
rights,   obligations,  exemptions  and  defenses  of  the   Robinson-
Patman  Act  and  other  laws  and regulations.   The  District  Court
approved  the  settlement  of the federal class  action  on  June  21,
1996.  In  early  July, the Seventh Circuit Court  of  Appeals  agreed
to  review  before  trial the District Court's denial  of  defendant's
summary   judgment  motion  seeking  dismissal  of   all   claims   by
indirect  purchasers  of  pharmaceutical  products  in  all  remaining
cases  before  the  District Court. In addition, the  Seventh  Circuit
Court  of  Appeals  will  hear an appeal by the  plaintiffs  from  the
grant  of  summary  judgment  to  the  wholesaler  defendants  and  an
appeal  by  certain  plaintiffs from the approval  of  the  settlement
by  the  District  Court.  Three of the  state  antitrust  cases  have
been  certified  as class actions.  One is a class  action  on  behalf
of  certain  retail pharmacies in California, and the  other  two  are
class  actions  in  California and Alabama,  respectively,  on  behalf
of  certain  consumers  of  prescription  medicine.   Plaintiffs  seek
treble  damages  in  an unspecified amount and an  injunction  against
the  allegedly  unlawful conduct. The Company believes  that  all  the
antitrust   actions  are  without  merit  and  is   defending   itself
vigorously against all such claims.

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Results  of  Operations - three and nine months  ended  September  30,
1996 compared with the corresponding periods in 1995.

Consolidated  sales  for  the third quarter increased  $125.4  million
or  10  percent  compared  with the same  period  in  1995.   For  the
nine   months,   sales  rose  $428.0  million  or   11%   over   1995.
Excluding  the  effect  of  foreign currency  exchange  rate  changes,
consolidated  sales  grew  12 percent in the  quarter  and  the  nine-
month period.

In   the   United   States,  many  of  the  Company's   pharmaceutical
products   are   subject  to  increasingly  competitive   pricing   as
managed  care,  institutions, government  agencies  and  other  buying
groups  seek  price  discounts.  In most  international  markets,  the
Company  operates  in  an  environment  of  government-mandated   cost
containment    programs.     Several    governments    have     placed
restrictions   on   physician   prescription   levels   and    patient
reimbursements,   emphasized  greater  use  of   generic   drugs   and
enacted across-the-board price cuts as methods of cost control.

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

Sales

Domestic  ethical  pharmaceutical sales advanced 20  percent  for  the
1996   third  quarter  and  24  percent  for  the  nine-month  period.
Sales  of  respiratory products increased 21 percent  in  the  quarter
and  25  percent  for  the  nine months,  due  to  significant  market
share    growth    for    the    CLARITIN   brand    of    nonsedating
antihistamines.   Sales  growth for the nine  months  was  also  aided
by increases for VANCENASE allergy and VANCERIL asthma products.

The  respiratory  sales  gains  also  reflected  a  decrease  for  the
quarter   and   nine-month   period  in   sales   of   the   PROVENTIL
(albuterol)  line  of  asthma  products,  due  to  increased   generic
competition.   Sales  of the PROVENTIL line totaled  $55  million  for
the  quarter  and  $261  million for the nine  months,  with  metered-
dose  inhalers  contributing over 60 percent  to  both  periods.   The
PROVENTIL  formulations  of  solution, syrup  and  tablets  have  been
subject   to  generic  competition,  and  in  December  1995   generic
metered-dose   inhalers  entered  the  market.    In   response,   the
Company's   generic   pharmaceutical  marketing  subsidiary,   Warrick
Pharmaceuticals,  launched  its  own generic  inhaler.  While  generic
inhalers   have   significantly  reduced  branded  PROVENTIL   inhaler
sales,   the   Warrick  inhaler  has  moderated  the  sales   decline.
Competition   from  generic  metered-dose  inhalers   will,   however,
continue  to  negatively  affect future  sales  and  profitability  of
the PROVENTIL (albuterol) line of asthma products.

U.S.  sales  of  cardiovascular  products  rose  26  percent  in   the
quarter  and  30  percent  for  the  nine  months,  reflecting  market
share  gains  for  IMDUR, a once-daily oral nitrate.   The  nine-month
period   also   benefited  from  strong  sales  of   K-DUR   potassium
supplements  due  to  market  share  gains.  Sales  of  anti-infective
and  anticancer  products grew 25 percent in  the  third  quarter  and
32  percent  for  the  nine-month  period,  resulting  from  increased
utilization    of    INTRON-A,   the   Company's   alpha    interferon
anticancer  and  antiviral  agent, for melanoma  and  hepatitis.  Also
contributing  to  the  nine-month  period  sales  increase   was   the
first  quarter  launch  of  CEDAX,  a  third-generation  cephalosporin
antibiotic.  Both  periods,  however,  were  negatively  affected   by
lower  sales  of  EULEXIN, a prostate cancer therapy, due  to  branded
competition.   Domestic  dermatological  product  sales   declined   6
percent  for  the  quarter  but  advanced  11  percent  for  the  nine
months.     Higher    sales   of   LOTRISONE,   an    antifungal/anti-
inflamatory    cream,    and    ELOCON,    a    mid-potency    topical
corticosteriod,  drove  the  nine month  advance,  while  lower  sales
of  several  smaller  dermatological  products  were  responsible  for
the third quarter's decline.

International  ethical  pharmaceutical  product  sales   increased   6
percent  in  the  third  quarter  and 5  percent  for  the  nine-month
period.   Excluding  the  impact  of foreign  currency  exchange  rate
fluctuations,  sales  would  have risen  10  percent  in  the  quarter
and  7  percent  for  the  nine months. Sales  of  anti-infective  and
anticancer  products  grew  10 percent in the  third  quarter,  and  9
percent  for  the  nine-month period, due to gains  for  INTRON  A  in
both periods.

International  respiratory  product  sales  advanced  13  percent   in
the  quarter  and  7  percent  for the nine-month  period,  as  strong
CLARITIN  growth  for  both  periods was  tempered  by  a  decline  in
sales  of  other  allergy  products in  Japan  for  the  nine  months.
Dermatological   product  sales  grew  10  percent   for   the   third
quarter   and   7   percent  for  the  nine-month  period,   primarily
reflecting  gains  for  ELOCON. Sales  growth  for  both  periods  was
also  aided  by  continued  gains for LOSEC, an  anti-ulcer  treatment
licensed from AB Astra.

Worldwide  sales  of animal health products were flat  for  the  third
quarter  and  nine  months. The sales gains  from  the  domestic  June
launch  of  NUFLOR,  an  antibiotic for  bovine  respiratory  disease,
were   tempered  by  lower  sales  of  various  other  animal   health
products in both the domestic and international markets.

Sales  of  health  care  products declined 10  percent  in  the  third
quarter   and   6  percent  for  the  nine-month  period.    Over-the-
counter  product  sales  declined 13 percent in  the  quarter  and  19
percent  for  the  nine months, primarily due to  aggressive  private-
label   competition  for  allergy/cold  products,   along   with   the
introduction   of  competitive  products  and  price  reductions   for
female  health  products.  Footcare product  sales  advanced  in  both
periods,  while  Suncare product sales declined  in  the  quarter  but
were flat for the nine-month period.

Income  before  income  taxes increased 15  percent  for  the  quarter
and  represented  28.0  percent  of sales  versus  26.6  percent  last
year.   For  the  nine  months, income before  taxes  from  continuing
operations  grew  15  percent  over 1995,  representing  29.2  percent
of sales compared with 28.3 percent last year.

Cost  of  sales  as a percentage of sales decreased  to  18.6  percent
from  18.9  percent  in  the  quarter, principally  the  result  of  a
favorable   sales  mix  of  higher  margin  pharmaceutical   products.
For  the  nine-month  period,  the cost of  sales  ratio  declined  to
19.0  percent  from  19.6  percent, also the  result  of  a  favorable
product mix.

Selling,   general   and  administrative  expenses  represented   40.7
percent  of  sales  in the third quarter compared  with  40.6  percent
last  year.   For  the nine-month period, the ratio was  38.8  percent
versus   38.7   percent  in  1995.  These  increases  reflect   higher
CLARITIN  promotions  and launch-related expenses  for  CEDAX  in  the
U.S.

For   the   quarter,  research  and  development  spending   rose   10
percent  and  represented  13.2 percent of  sales  in  both  1996  and
1995.  For  the  nine  months, spending  also  grew  10  percent,  and
represented  12.3  percent  of  sales versus  12.5  percent  in  1995.
The   higher   spending  reflects  the  Company's  funding   of   both
internal   research   efforts   and   research   collaborations   with
various   partners.   It  is  anticipated  that  total  research   and
development expenses will approximate $720 million in 1996.

The  effective  tax rate for continuing operations  was  24.5  percent
in the three- and nine- month periods of both 1996 and 1995.

Earnings   per  common  share  advanced  16  percent  in   the   third
quarter  to  $.79  from  $.68  in 1995.  For  the  nine-month  period,
earnings  per  common  share from continuing operations  increased  16
percent  to  $2.54  from  $2.19 last year.  Excluding  the  impact  of
foreign  currency  exchange  rates, earnings  per  common  share  from
continuing  operations  would  have  risen  approximately  19  percent
in the quarter and 18 percent for the nine months.
Liquidity  and  financial  resources -  nine  months  ended  September
30, 1996

Cash   generated  from  operations  continues  to  be  the   Company's
major  source  of  funds  to  finance working  capital,  additions  to
property,   shareholder  dividends,  common  share   repurchases   and
repayment   of   debt.    Cash   provided  from   operations   totaled
$1,030.0  million  for  the  first nine months  of  1996.   This  cash
funded  the  spending  of  $349.7 million  for  shareholder  dividends
and  $208.0  million  for capital expenditures, as  well  as  provided
for   the  $180.0  million  reduction  in  short-term  borrowings  and
$140.3 million repayment of long-term debt.

In   the   second  quarter,  the  Company  completed  a  $500  million
repurchase  program,  which had begun in  1995.   In  September  1996,
the  Board  of  Directors  authorized the purchase  of  an  additional
$500  million  of  common  shares.  As of September  30  this  program
was approximately 5% complete.

The  Company's  liquidity  and  financial  resources  continue  to  be
sufficient to meet its operating needs.

Cautionary Statements for Forward Looking Information

Management's   discussion  and  analysis  set  forth  above   contains
certain    forward    looking   statements,    including    statements
regarding   the   Company's   financial  position   and   results   of
operations.    These   forward  looking  statements   are   based   on
current  expectations.   Certain  factors  have  been  identified   by
the  Company  in  Exhibit  99  to the Company's  Quarterly  Report  on
Form  10-Q  for  the  quarterly period  ended  March  31,  1996  which
could   cause  the  Company's  actual  results  to  differ  materially
from   expected  and  historical  results.   Exhibit  99   from   that
quarterly report is incorporated by reference herein.


PART II  OTHER INFORMATION

Item 1.   Legal Proceedings

     The first paragraph of Item 3, Legal Proceedings of Part I
of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as amended by the Company's Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31,
1996 and June 30, 1996, respectively, relating to certain product
liability actions pending against the Company, is incorporated
herein by reference. Subsidiaries of the Company are defendants
in 149 lawsuits involving approximately 600 plaintiffs arising
out of the use of synthetic estrogens by the mothers of the
plaintiffs.

      The  final  paragraph  of Item 3, Legal Proceedings  of  Part  I
of  the  Company's  Annual Report on Form 10-K  for  the  fiscal  year
ended  December  31,  1995,  as amended  by  the  Company's  Quarterly
Reports  on  Form  10-Q  for the quarterly  periods  ended  March  31,
1996   and   June   30,  1996,  respectively,  relating   to   certain
antitrust  actions,  is  incorporated  herein  by  reference.  In  the
federal  class  action,  the Seventh Circuit  Court  of  Appeals  will
also  hear  an  appeal  by the plaintiffs from the  grant  of  summary
judgment  to  the  wholesaler defendants  and  an  appeal  by  certain
plaintiffs  from  the  approval  of the  settlement  by  the  District
Court.
Item 6.  Exhibits and Reports on Form 8-K

a)     Exhibits  -   The  following  Exhibits  are  filed  with   this
document:

     Exhibit
     Number                    Description

      11          - Computation of Earnings Per Common Share

      27          - Financial Data Schedule

      99          - Exhibit 99 to Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1996
is hereby incorporated by reference.

 b)  Reports on Form 8-K:

     No report has been filed during the three months ended
     September 30, 1996.

                       SIGNATURE(S)



Pursuant to the requirements 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  October 30, 1996                 Thomas H. Kelly
                                       Thomas H. Kelly
                               Vice President and Controller




WD041001.10Q
                                                  Exhibit 11
<TABLE>
          SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
            COMPUTATION OF EARNINGS PER COMMON SHARE
        (Amounts in millions, except per share figures)
<CAPTION>
                                          Nine Months Ended
                                            September 30,
                                            1996      1995
<S>                                       <C>       <C>

Earnings per Common Share, As Reported:

Income from continuing operations . . .   $ 935.4   $  813.6
Discontinued operations:
 Loss from operations . . . . . . . . .         -      (10.2)
 Loss on disposal . . . . . . . . . . .         -     (156.2)
Net income applicable to common shares.     935.4      647.2

Average Number of Common Shares
Outstanding . . . . . . . . . . . . . .     368.0      371.2

Earnings per Common Share:

Income from continuing operations . . .      2.54       2.19
Discontinued operations:
 Loss from operations . . . . . . . . .         -       (.03)
 Loss on disposal . . . . . . . . . . .         -       (.42)

Total . . . . . . . . . . . . . . . . .   $  2.54   $   1.74

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

Average Number of Common Shares
Outstanding . . . . . . . . . . . . . .     368.0      371.2

Shares Contingently Issuable for
Stock Incentive Plans and Warrant
Agreements. . . . . . . . . . . . . . .       4.4        5.4

Average Number of Common Shares and
Common Share Equivalents Outstanding. .     372.4      376.6

Earnings per Common Share:

Continuing operations . . . . . . . . .      2.51       2.16
Discontinued operations:
 Loss from operations . . . . . . . . .         -       (.03)
 Loss on disposal . . . . . . . . . . .         -       (.41)

Earnings per Common Share, Assuming
  Full Dilution . . . . . . . . . . . .   $  2.51   $   1.72

(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> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS,
AND RELATED EXHIBITS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          437200
<SECURITIES>                                         0
<RECEIVABLES>                                   571200
<ALLOWANCES>                                         0
<INVENTORY>                                     574100
<CURRENT-ASSETS>                               2256500
<PP&E>                                         3284900
<DEPRECIATION>                                 1105200
<TOTAL-ASSETS>                                 5196300
<CURRENT-LIABILITIES>                          2295800
<BONDS>                                          42000
                                0
                                          0
<COMMON>                                        507400
<OTHER-SE>                                     1733000
<TOTAL-LIABILITY-AND-EQUITY>                   5196300
<SALES>                                        4241500
<TOTAL-REVENUES>                               4241500
<CGS>                                           807400
<TOTAL-COSTS>                                   807400
<OTHER-EXPENSES>                                522800
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                1239000
<INCOME-TAX>                                    303600
<INCOME-CONTINUING>                             935400
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    935400
<EPS-PRIMARY>                                     2.54
<EPS-DILUTED>                                     2.51
        

</TABLE>


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