Exhibit 10(a)

AMENDMENT TO
SCHERING-PLOUGH CORPORATION
1997 STOCK INCENTIVE PLAN


The Schering-Plough Corporation 1997 Stock Incentive Plan is hereby amended, 
effective February 22, 1999, by deleting Paragraph 6(c) thereof
 and substituting therefore the following:

(c) Except as provided in Paragraphs 6(f), 6(g), 6(h), and 13, no option 
shall be exercisable during the year ending on the first anniversary date of 
the granting of the option or, if the Committee so determines at the time of 
grant or subsequent thereto: (i) during such lesser period not less than six 
months and one day from the date of grant or (ii) in the case of 
Transferable Options (as defined below) such option may become 
exercisable immediately upon transfer.





















		
exhibit 10(a) 3-31-99 10Q.doc