Exhibit 10 (e) (iii)

             SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS SECOND AMENDMENT to the Employment Agreement by
and between SCHERING-PLOUGH CORPORATION, a New Jersey
corporation (the "Company"), and HUGH A. D'ANDRADE (the
"Employee") dated as of June 28, 1994, as amended as of March
1, 1995 (as so amended, the "Employment Agreement"), made and
entered into as of this 11th day of December, 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.  Section 1 of the Employment Agreement is hereby
amended to read in its entirety as follows:

          The Company agrees to employ the Employee and the
          Employee agrees to remain in the employ of the
          Company, in accordance with the terms and provisions
          of this Agreement, for the period beginning on
          January 1, 1996, and ending as of the close of
          business on December 31, 2000 (the "Employment
          Period"); provided, however, that the Employment
          Period shall be extended for an additional five-year
          period commencing on the Effective Date (as defined
          in Section 11(d) below) and ending on the fifth
          anniversary of the Effective Date; and provided
          further that unless on or before the December 1
          immediately preceding each December 31 on which the
          Employment Period would otherwise end, either party
          delivers to the other party a written notice of its
          election to terminate such employment on such
          December 31, the Employment Period shall be extended
          for additional one-year periods commencing on the
          January 1 immediately succeeding such December 31
          and ending on the following December 31; and
          provided further that, if not previously terminated,
          the Employment Period shall terminate on November
          30, 2003.

          2.  The first sentence of Section 2(a) is hereby
amended to read in its entirety as follows:

          During the Employment Period, the Employee shall be
          employed as Vice Chairman of the Board and Chief
          Administrative Officer of the Company, reporting to
          the Chief Executive Officer of the Company, and with
          the duties and powers held by him as of January 1,
          1996 and such other duties consistent therewith as
          the Chief Executive Officer may assign him from time
          to time.

                      3.  The second sentence of Section 11(a) is hereby
amended by striking the words "Executive Vice President" and
by substituting the words "Vice Chairman of the Board and
Chief Administrative Officer."

          4.  The definition of "Change of Control" contained
in Section 11(c) of the Employment Agreement shall be amended
by adding the following proviso at the end of clause (i) of
subparagraph (i) thereof:

          and provided, further, that if any Person's
          beneficial ownership of the Outstanding Company
          Voting Stock or Outstanding Company Voting
          Securities reaches or exceeds 20% as a result of a
          transaction described in clause (A) or (B) of the
          foregoing proviso, and such Person subsequently
          acquires beneficial ownership of additional common
          stock or 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 Stock or
          Outstanding Company Voting Securities;

          5.  This Second Amendment shall become effective as
of January 1, 1996.

          6.  Except as provided above, the Employment
Agreement shall continue in effect without alteration as in
effect on the date hereof.  The Employment Agreement, as
amended by this Second Amendment, constitutes the entire
agreement of the parties and supersedes all prior agreements
and understandings with respect to the subject matter hereof
and thereof.


          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


                                                SCHERING-PLOUGH CORPORATION


                                                 Robert P. Luciano
                                                 Chairman of the Board
21083-1