Exhibit 10 (a)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

	THIS FIRST AMENDMENT (this "Amendment") to the Employment Agreement by
and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the
"Company"), and [name] (the "Executive") dated as of [date] (the "Employment
Agreement"), is made and entered into as of this 28th day of September, 1999.

	WHEREAS, the Company and the Executive 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.	There is added to, and made a part of, the Employment Agreement a new
subparagraph (a)(iv) of Section 6 reading in its entirety as follows:

(iv)	Notwithstanding anything to the contrary in any employee pension
benefit plan or any supplemental or excess employee pension benefit plan of
the Company (including without limitation the Retirement Plan, the SERP, the
Company's Retirement Benefits Equalization Plan (the "BEP") or any successor
or replacement plan thereto), all benefits payable to the Executive under any
supplemental or excess employee pension benefit plan of the Company
(including without limitation the SERP, the BEP or any successor or
replacement plan thereto) following a Change of Control (as defined therein)
if, on the Date of Termination, the Executive is then age 50 or over shall
not be reduced by any "reduction factors" or similar formulae or otherwise
because such benefits are payable prior to a specified age or because the
Executive has not yet reached a specified age (including, without limitation,
the Executive's earliest or normal retirement age under the terms of the
relevant plan).

	2.	There is added to, and made a part of, the Employment Agreement a new
subparagraph (a)(v) of Section 6 reading in its entirety as follows:

(v)	In addition to the benefits provided in subparagraph (a)(ii) of this
Section 6, if the Executive is age 45 or over on the Date of Termination, the
Executive shall, upon attainment of age 55 and upon termination of the three
year period after the Executive's Date of Termination, become eligible for all
benefits under medical plans, practices, policies and programs made available
immediately prior to the Date of Termination (or, if greater, immediately prior
to
the Effective Date) to retired peer executives of the Company (including
without
limitation any supplemental coverage under the Executive Medical Benefits
Plan) as if the Executive had at the Date of Termination satisfied the age and
service conditions for coverage under the applicable provisions of such plans,

practices, policies and programs.  If the Company is unable to provide the
Executive with coverage under such plans, practices, policies and programs,
the Company shall provide the Executive with separate comparable coverage
but in no event less favorable, in the aggregate, than the most favorable of
such
plans, practices, policies and programs in effect for retirees immediately
prior to
the Effective Date.

3.	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 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 Executive and, pursuant to due authorization from its
Board of Directors, the Company have caused this Amendment to be executed as of
the day and year first above written.



							_______________________
							[Executive]



							SCHERING-PLOUGH CORPORATION


							_______________________
							Richard Jay Kogan
							Chairman of the Board and
							Chief Executive Officer






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