Exhibit 10 (d)

                   SCHERING-PLOUGH CORPORATION


                          Amendments to

                    1992 Stock Incentive Plan


     The 1992 Stock Incentive Plan is hereby amended as follows:

     1.     Paragraph 6(j) is hereby amended in its entirety to
read as follows:
          (j)     No option whose grant is intended to be exempt
     from Section 16(b) under the Securities Exchange Act of
     1934, as amended, pursuant to Rule 16b-3 and the other rules
     and regulations promulgated thereunder shall be transferable
     other than as permitted by Section 16(b), Rule 16b-3 and
     such other rules and regulations and, except as permitted
     under Paragraph 6(k), no option granted pursuant to this
     Plan may be sold, assigned, transferred, pledged,
     hypothecated or otherwise disposed of, except by will or the
     laws of descent and distribution and, during the lifetime of
     the optionee, may be exercised only by such optionee.  The
     optionee may designate in writing a beneficiary of the
     option in the event of his death.

     2.     Paragraph 6(k) is hereby redesignated as Paragraph
6(1), and the following new Paragraph 6(k) is hereby added:
          (k)     The Committee may grant options that are
     transferable, or amend outstanding options to make them
     transferable, by the optionee (any such option so granted or
     amended a "Transferable Option") to one or more members of
     the optionee's immediate family, to a partnership of which
     the only partners are members of the optionee's immediate
     family, or to a trust established by the optionee for the
     benefit of one or more members of the optionee's immediate
     family, which grant, or as a result of such amendment, such
     option, is not intended to be exempt from Section 16(b)
     under the Securities Exchange Act of 1934 pursuant to Rule
     16b-3 thereunder.  For this purpose the term "immediate
     family" means the optionee's spouse, children and
     grandchildren.  Consideration may not be paid for the
     transfer of a Transferable Option.  A transferee described
     in this Paragraph 6(k) shall be subject to all terms and
     conditions applicable to the Transferable Option prior to
     its transfer.  The stock option agreement with respect to a
     Transferable Option shall set forth its transfer
     restrictions, such stock option agreement shall be approved
     by the Committee, and only options granted pursuant to a
     stock option agreement expressly permitting transfer
     pursuant to this Paragraph 6(k) shall be so transferable.


21153-1