Exhibit 10(a)

                   THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


              THIS THIRD AMENDMENT to the Employment Agreement by
and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation
(the "Company"), and ROBERT P. LUCIANO (the "Employee") dated as
of September 26, 1989, as amended as of June 28, 1994, and as
further amended as of March 1, 1995 (as so amended, the
"Employment Agreement"), is made and entered into as of this 25th
day of February, 1998.

             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.     Subparagraph (k)(i) of Section 3 of the
Employment Agreement is hereby amended by deleting the fifth and
sixth full paragraphs thereof and inserting the following:

                The Employee may elect (the "Employee's Lump Sum
Election") to receive payment of the actuarial equivalent of the
aggregate of his Normal Supplement or Early Retirement
Supplement, as the case may be (the "Employee's Benefit") and the
benefit payable to his wife after his death pursuant to this
subparagraph (k)(i) (the "Survivor's Benefit") in a lump sum (x)
in cash on the date of his retirement or on the first day of any
month thereafter not later than the first day of the month
coincident with or next following the second anniversary of the
date of his retirement or on the fifth, tenth, fifteenth or
twentieth anniversary of the date of his retirement or (y) in
two, three, four, five, ten, fifteen or twenty equal annual cash
installments commencing on the date of his retirement or the
first day of any month thereafter not later than the first day of
the month coincident with or next following the second
anniversary of the date of his retirement.  If the Employee dies
after retirement with an Employee's Lump Sum Election in effect
but prior to the payment of the full amount of the lump sum or
annual installments due thereunder, payment of the unpaid amount
thereof shall be made to his surviving spouse, designated
beneficiary or estate in accordance with his election.  Payment
made in accordance with this paragraph to the Employee, his
surviving spouse, designated beneficiary or estate shall
constitute full and complete satisfaction of the Company's
obligation in respect of the Employee's Benefit and the
Survivor's Benefit.

                 If the Employee does not make the Employee's
Lump Sum Election, the Employee's surviving spouse may elect (the
"Survivor's Lump Sum Election") to receive the actuarial
equivalent of the Survivor's Benefit, if any, in a lump sum (x)
in cash on the date of the Employee's death or the first day of
any month thereafter not
later than the first day of the month coincident with or next
following the second anniversary of the Employee's death or on
the fifth, tenth, fifteenth or twentieth anniversary of his death
or (y) in two, three, four, five, ten, fifteen or twenty equal
annual cash installments commencing on the date of the Employee's
death or the first day of any month thereafter not later than the
first day of the month coincident with or next following the
second anniversary of the Employee's death.

              2.   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 Third 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.



_______________________

Robert P. Luciano



SCHERING-PLOUGH CORPORATION




_______________________

Richard Jay Kogan

President and Chief Executive Officer