DIRECTORS' STOCK AWARD PLAN

(Amended by Board of Directors to October 26, 1999)


	1.	The purposes of the Directors Stock Award Plan are (a) to
attract and retain highly qualified individuals to serve as
Directors of Schering-Plough Corporation (the
"Corporation"), (b) to relate non-employee Directors'
compensation more closely to the Corporation's performance
and its shareholders' interests, and (c) to increase non-
employee Directors' stock ownership in the Corporation.

	2.	The Plan shall become effective on June 28, 1988 (the
"Effective Date").

	3.	Upon the Effective Date, all incumbent non-employee
Directors will receive 100 shares of Common Stock of the
Corporation for each year or partial year remaining in his
or her current term of directorship.

4. From and after October 26, 1999, each non-employee Director
shall receive 2500 shares of Common Stock of the
Corporation on the day following each Annual Meeting of
Shareholders of the Corporation.  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.


	5.	If the outstanding Common Stock of the Corporation shall at
any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares,
recapitalization, merger, consolidation or other corporate
reorganization in which the Corporation is the surviving
corporation, the number of shares distributable pursuant to
Section 4 shall be appropriately and equitably adjusted.

	6.	All shares of Common Stock of the Corporation to be used
for purposes of this Plan shall be treasury shares.

	7.	Upon receiving a distribution of shares pursuant to this
Plan, the Director may be required to represent in writing
that he or she is acquiring such shares for his or her
account for investment and not with a view to, or for sale
in connection with, the distribution of any part thereof.
The certificate for such shares may include any legend
which the Corporation deems appropriate to reflect any
restrictions on transactions.

	8.	This Plan shall be construed in accordance with the laws of
the State of New Jersey and may be amended or terminated at
any time by action of the Board of Directors of the
Corporation; provided, however, that this Plan shall not be
amended more than once every six months, other than to
comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules
thereunder.







	-2-
		Exhibit 10(c)