POWER OF ATTORNEY                      Exhibit 24

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned 
officers and/or directors of Schering-Plough Corporation, a New 
Jersey corporation (herein called the "Corporation"), does hereby 
constitute and appoint William J. Silbey, Thomas H. Kelly and 
Benjamin Croce, or any of them,  his or her true and lawful 
attorney or attorneys and agent or agents, to do any and all acts 
and things and to execute any and all instruments which said 
attorney or attorneys and agent or agents may deem necessary or 
advisable to enable the Corporation to comply with the Securities 
Exchange Act of 1934, as amended, and any rules, regulations, 
requirements or requests of the Securities and Exchange 
Commission thereunder or in respect thereof in connection with 
the filing under said Act of the Annual Report of the Corporation 
on Form 10-K for the fiscal year ended December 31, 1996 (herein 
called the "Form 10-K"); including specifically, but without 
limiting the generality of the foregoing, the power and authority 
to sign the respective names of the undersigned officers and/or 
directors as indicated below to the Form 10-K and/or to any 
amendment of the Form 10-K and each of the undersigned does 
hereby ratify and confirm all that said attorney or attorneys and 
agent or agents, or any of them, shall do or cause to be done by 
virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed these 
presents this 25th day of February, 1997.


/s/Robert P. Luciano           /s/Richard Jay Kogan              
Robert P. Luciano, Chairman;   Richard Jay Kogan, President and
Director                       Chief Executive Officer; Director


/s/Jack L. Wyszomierski        /s/Thomas H. Kelly
Jack L. Wyszomierski,          Thomas H. Kelly, Vice President
Executive Vice President and   and Controller; Principal
Chief Financial Officer        Accounting Officer


/s/Hans W. Becherer            /s/Richard de J. Osborne       
Hans W. Becherer, Director     Richard de J. Osborne, Director


/s/Hugh A. D'Andrade           /s/Patricia F. Russo       
Hugh A. D'Andrade, Director    Patricia F. Russo, Director


/s/David C. Garfield           /s/William A. Schreyer         
David C. Garfield, Director    William A. Schreyer, Director




/s/Regina E. Herzlinger        /s/Robert F. W. van Oordt     
Regina E. Herzlinger,          Robert F. W. van Oordt,
Director                       Director


/s/H. Barclay Morley           /s/R. J. Ventres
H. Barclay Morley, Director    R. J. Ventres, Director


/s/Carl E. Mundy, Jr.          /s/James Wood                
Carl E. Mundy, Jr., Director   James Wood, Director    

                                                                  
                                                       

WD022003.FIL