SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Pharmacopeia, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
71713B104
(CUSIP Number)
William J. Silbey, Esq.
Schering-Plough Corporation
One Giralda Farms
Madison, NJ 07940-1000
(201) 822-7000
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 21, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Statement because of Rule 13d-1(b)(3) or (4), check the
following:
_____
Check the following box if a fee is being paid with this
Statement:
______
SCHEDULE 13D
CUSIP No. 71713B104
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Schering Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
_____
(b)
_____
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
_____
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
(7) SOLE VOTING POWER
NUMBER OF SHARES 764,248
BENEFICIALLY OWNED
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH None
(9) SOLE DISPOSITIVE POWER
764,248
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
764,248
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
_____
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.0%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission on December 22, 1995
by Schering Corporation (the "Schedule 13D"). This Amendment No.
1 is filed with respect to the shares of common stock, par value
$0.0001 per share (the "Common Stock") of Pharmacopeia, Inc., a
Delaware corporation (the "Issuer"). The following amendments to
Items 3 and 5(a) of the Schedule 13D are hereby made.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"The aggregate amount of funds required for the purchase of
764,248 shares of the Issuer's Common Stock was $20 million. The
Reporting Person obtained such funds from working capital."
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby amended in its entirety
to read as follows:
"(a) According to the Issuer's Quarterly Report on From 10-Q
for the period ended September 30, 1996, 10,976,462 shares of
Common Stock were issued and outstanding as of October 31, 1996.
The Reporting Person is the beneficial owner of 764,248 shares of
Common Stock, representing 7.0% of the outstanding shares of
Common Stock."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated: January 2, 1996
SCHERING CORPORATION
By: /s/ William J. Silbey
William J. Silbey
Secretary
25711-1/25714-1 (Edgar)
