Exhibit 3(a)
              CERTIFICATE OF AMENDMENT                

OF

CERTIFICATE OF INCORPORATION

OF

SCHERING-PLOUGH CORPORATION



Pursuant to the provisions of Section 14A:7-15.l(3) of the New 
Jersey Business Corporation Act, the undersigned corporation 
executes the following Certificate of Amendment to its 
Certificate of Incorporation:

1.	The name of the Corporation is Schering-Plough Corporation

2.	The following amendment to the Certificate of Incorporation 
was approved by the Board of Directors and adopted on the 
22nd day of September, 1998:

	RESOLVED, that (i) the Corporation declare and it hereby 
does declare a two-for-one division of Common Shares, par 
value $1 per share (the "Common Shares"), of the Corporation 
to be effected in the form of a 100% stock distribution (the 
"Distribution") payable on December 2, 1998 (the 
"Distribution Date") to each holder of record of Common 
Shares of the Corporation issued and outstanding and to the 
Corporation in respect of the Common Shares held in its 
treasury, in each case at the close of business on November 
6, 1998 (the "Record Date"), and (ii) the Certificate of 
Incorporation of the Corporation, as heretofore amended, be 
and the same hereby is amended, effective on the 
Distribution Date, so that Article THIRD shall read in its 
entirety as follows:

		Third:	The aggregate number of shares which the 
Corporation shall have authority to issue shall be two 
billion four hundred fifty million (2,450,000,000) 
shares to consist of:

			(a)	Two billion four hundred million 
(2,400,000,000) Common Shares of the par value of Fifty 
Cents ($0.50) per share, and

			(b)	Fifty million (50,000,000) Preferred Shares 
of the par value of One Dollar ($1.00) per share 
issuable in series to consist of:

				(i)	One million, five hundred thousand 
(1,500,000) Preferred Shares designated "Series A 
Junior Participating Preferred Stock," and

				(ii)	Forty-eight million, five hundred 
thousand (48,500,000) Preferred Shares whose 
designations have not yet been determined.

3.	The amendment to the Certificate of Incorporation set forth 
in paragraph 2, hereinabove, will not adversely affect the 
rights or preferences of the holders of outstanding shares 
of any class or series and will not result in the percentage 
of authorized shares that remains unissued after the share 
division exceeding the percentage of authorized shares that 
was unissued before the share division.

4.	The class of shares subject to the division is the Common 
Shares, and the number of Common Shares subject to the 
division is 1,014,748,470, constituting all the issued 
Common Shares.  The 1,014,748,470 issued Common Shares are 
to be divided into 2,029,496,940 Common Shares.

5.	The effective date of this Amendment to the Certificate of 
Incorporation shall be December 2, 1998.




Dated this 1st day of October, 1998.



						Schering-Plough Corporation



			              By:/s/Thomas H. Kelly			
			                    Thomas H. Kelly
						Vice President and Controller





37919-1.DOC
 

 
 
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D:\certificate of amendment to Cert. of Inc.(stock split) November 1998.DOC