8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 17, 2003

Date of Report (Date of Earliest Event Reported)

Schering-Plough Corporation

(Exact name of registrant as specified in its charter)

New Jersey	1-6571	22-1918501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2000 Galloping Hill Road
Kenilworth, NJ 07033

(Address of principal executive offices, including Zip Code)

(908) 298-4000

(Registrant's telephone number, including area code)

Item 5. Other Events and Regulation FD Disclosure

Standard & Poor's (S&P) issued a press release December 17, 2003 titled "S&P Schering-Plough Ratings Lowered; Off Watch Neg". The press release is attached to this 8-K as Exhibit 99.1.

This ratings action does not result in any impact under the ratings triggers in two of Schering-Plough's arrangements for managing cash flows between its U.S. subsidiaries and its non-U.S.-based subsidiaries. For a discussion of the ratings triggers, see Schering-Plough's third quarter 2003 10-Q, under the heading "Credit Ratings Triggers" in the discussion of "Liquidity and financial resources - nine months ended September 30, 2003" in the Management's Discussion and Analysis of Financial Condition and Results of Operations" section.

Item 7. Financial Statements and Exhibits

(c) Exhibits. The following exhibit is filed with this 8-K:

99.1 Press Release issued by Standard & Poor's December 17 , 2003 titled "S&P Schering-Plough Ratings Lowered; Off Watch Neg".

Item 9. Regulation FD Disclosure

In September, Merck/Schering-Plough Pharmaceuticals, a joint venture between Merck & Co., Inc., and Schering-Plough Corporation, submitted a New Drug Application (NDA) for an ezetimibe/simvastatin tablet to the U.S. Food and Drug Administration (FDA). In November, the FDA accepted the NDA filing. The investigational cholesterol-lowering medicine is being developed for the reduction of elevated cholesterol levels (hypercholesterolemia).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Schering-Plough Corporation

By:_/s/ Thomas H.Kelly_____

Thomas H. Kelly

Vice President and Controller

Date: December 17, 2003

Exhibit Index

The following exhibit is filed with this 8-K:

99.1 Press Release issued by Standard & Poor's December 17, 2003 titled "S&P Schering-Plough Ratings Lowered; Off Watch Neg".

EX-99.1

Exhibit 99.1

S&P Schering-Plough Ratings Lowered; Off Watch Neg

Source: Standard & Poor's CreditWire / Corporate Finance

Date: December 17, 2003

NEW YORK (Standard & Poor's) Dec. 17, 2003-Standard & Poor's Ratings Services

said today that it lowered its corporate credit and long-term debt ratings on

Schering-Plough Corp. to 'A' from 'A+'. The ratings were also removed from

CreditWatch, where they were placed Nov. 10, 2003, a reflection of Standard &

Poor's increasing doubt that the company could restore its business profile to

one consistent with an 'A+' rating.

The outlook is negative.

"The action reflects the steady erosion of Schering-Plough's earnings

prospects, namely the significant loss of market share for its key franchise,

the hepatitis C treatment PEG-Intron," said Standard & Poor's credit analyst

Arthur Wong. "The downgrade also reflects continued expected declines in

earnings and cash flows."

The still firmly investment-grade ratings on Kenilworth, N.J.-based

Schering-Plough reflect the company's strong position in the highly profitable

pharmaceutical business, given its diverse drug portfolio, the promise of the

recently launched cholesterol drug Zetia, and its very conservative financial

profile. These factors are partially offset by the weakening of PEG-Intron, the

company's leading franchise, as well as an expected continued decline in

earnings and cash flows, and continued struggles to comply with FDA

manufacturing requirements.

Despite the loss of sales of longtime mainstay allergy drug Claritin after its

U.S. patent expiration in late 2002, Schering-Plough continues to maintain a

solid and diverse portfolio that features major products PEG-Intron, Clarinex,

Remicade, Integrilin, and Zetia.

Complete ratings information is available to subscribers of RatingsDirect,

Standard & Poor's Web-based credit analysis system, at www.ratingsdirect.com

All ratings affected by this rating action can be found on Standard & Poor's

public Web site at www.standardandpoors.com; under Credit Ratings in the left

navigation bar, select Credit Ratings Actions.

Contact: Arthur Wong, New York (1) 212-438-7870

CUSIP: 806605 80660A 80660B

Copyright (c) 2003, Standard & Poor's Ratings Services

Copyright (c) 2003 Standard & Poor's