Exhibit 10(h)
               SCHERING-PLOUGH CORPORATION
          Amendment to Directors Stock Award Plan
                                

     The Schering-Plough Corporation Directors Stock Award
Plan is hereby amended effective as of April 1, 1998, by
deleting Section 4 thereof and substituting therefore the
following:

           4.     From and after April 1, 1998, each non-employee
Director shall receive 1100 shares of Common Stock of the
Corporation on the day following each Annual Meeting of
Shareholders of the Corporation; provided that this provision
shall not take effect until (a) the 1999 Annual Meeting of
Shareholders for non-employee Directors elected on April 23, 1996
and (b) the 2000 Annual Meeting of Shareholders for non-employee
Directors elected on April 22, 1997.  Newly eligible non-employee
Directors shall receive a pro rata portion of such award for the
applicable term pending the next succeeding Annual Meeting of
Shareholders.