Exhibit 2 
 
 
                      CERTIFICATE OF ADJUSTMENT 
 
 
     Pursuant to Section 12 of the Rights Agreement (the "Rights  
Agreement"), dated as of June 24, 1997, between Schering-Plough  
Corporation (the "Company") and The Bank of New York, as Rights  
Agent, the Company hereby certifies as follows: 
 
     At its September 22, 1998 meeting, the Company's Board of  
Directors declared a two-for-one division of the Company's Common  
Shares, par value $1 per share (the "Common Shares"), to be  
effected in the form of a 100% stock distribution (the "Distribu- 
tion") payable on December 2, 1998, to holders of record of the  
Common Shares at the close of business on November 6, 1998. 
 
     The following adjustments shall be effected to reflect the  
Distribution as of December 2, 1998 pursuant to the terms of the  
Rights Agreement: 
 
       (i)    Number of Shares per Right.  Pursuant to Section  
11(n) of the Rights Agreement, each Right shall thereafter  
entitle the holder thereof to purchase one two-hundredth of a  
share of the Company's Series A Junior Participating Preferred  
Stock, par value $1 per share, upon proper exercise of such  
Right, subject to further adjustment in accordance with the terms  
of the Rights Agreement. 
 
       (ii)   Number of Rights.  Pursuant to Section 11(n) of the  
Rights Agreement, one new Right will be issued with respect to  
each Common Share issued in the Distribution.  Each Common Share  
certificate outstanding after the Distribution will represent the  
same number of Rights as Common Shares. 
 
       (iii)  Redemption Price.  Pursuant to Section 23(a) of the  
Rights Agreement, the Redemption Price shall be adjusted from  
$.01 to $.005 per Right. 
 
 
 
Dated this 24th day of September, 1998. 
 
                                 SCHERING-PLOUGH CORPORATION 
 
 
                              By:/s/ William J. Silbey 
                                 William J. Silbey, Secretary