8-K

                                  UNITED STATES
                       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 2, 2004
                Date of Report (Date of Earliest Event Reported)

                           SCHERING-PLOUGH CORPORATION
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
                 (State or other jurisdiction of incorporation)

                                     1-6571
                            (Commission File Number)

                                   22-1918501
                                  (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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Schering-Plough Corporation from time to time issues Frequently Asked Questions
and Answers (FAQs) that are believed to be of interest to investors. The most
recent FAQS, dated December 2, 2004, are furnished as Exhibit 99.1 to this 8-K
and are posted on the Schering-Plough Website at www.schering-plough.com under
"investor relations/investor publications."

Schering-Plough undertakes no obligation to update the FAQs. Readers should note
the date of information when referring to the FAQs or other historical
information available on the website.

Item 8.01 Other Events

As more fully discussed in the Company's Reports on Form 10-K and 10-Q
Schering-Plough (the "Company) has an interest rate swap arrangement in effect
with a counterparty bank that is subject to credit rating triggers. The
arrangement utilizes two long-term interest rate swap contracts, one between a
foreign-based subsidiary of the Company and a bank and the other between a U.S.
subsidiary of the Company and the same bank. The two contracts have equal and
offsetting terms and are covered by a master netting arrangement. The contract
involving the foreign-based subsidiary permits the subsidiary to prepay a
portion of its future obligation to the bank, and the contract involving the
U.S. subsidiary permits the bank to prepay a portion of its future obligation to
the U.S. subsidiary. Interest is paid on the prepaid balances by both parties at
market rates. Prepayments totaling $1.9 billion have been made under both
contracts as of September 30, 2004.

The arrangement originally provided that in the event the Company failed to
maintain the required minimum credit ratings, the counterparty may terminate the
transaction by designating an early termination date not earlier than 36-months
following the date of such notice to terminate. Both S&P's and Moody's current
credit ratings are below the specified minimum. As of this date the counterparty
has not given the company notice to terminate.

On December 1, 2004 the Company and the counterparty have mutually agreed to
amend the swap contracts as follows:

1. The Company and the counterparty have agreed to a phased termination of the
arrangement wherein the Company's U.S. subsidiary and the counterparty will
terminate individual swap contracts under the arrangement pursuant to an agreed
schedule. Termination of the swap contracts will require the Company's U.S.
subsidiary to repay the prepayments it received from the counterparty.
Simultaneously, the Company's foreign-based subsidiary and the counterparty will
terminate individual swap contracts under the arrangement. Termination of the
swap contracts will require the counterparty to repay the prepayments it
received from the Company's foreign-based subsidiary. The scheduled terminations
and associated repayment of the prepaid amounts will begin no later than March
30, 2005 and will end no later than January 15, 2009. The Company may, at its
option, accelerate the scheduled terminations and associated payments for a
nominal fee.


The financial impact of the phased terminations and associated payments depends
on the manner and extent to which the Company decides to finance its U.S.
repayment obligation. The Company could finance its entire obligation by
obtaining short- or long-term financing in the United States. (In this case,
cash and debt would increase by equal amounts in the consolidated balance
sheet.) However, the Company's ability to finance its obligation under the swaps
will depend on the Company's credit ratings and business operations, as well as
market conditions, at the time such financing is contemplated. Alternatively,
the Company could repatriate to the United States some or all of the funds
received by the foreign-based subsidiary. Repatriating funds could have U.S.
income tax consequences depending primarily on profitability of the U.S.
operations. Any such tax would be accrued against future earnings, and may
result in the Company reporting a higher effective tax rate. Currently, the U.S.
operations are generating tax losses. However, future tax losses may be
insufficient to absorb any or all of the potential tax should the Company
repatriate some or all of the funds received by the foreign-based subsidiary. As
more fully discussed in the Company's September 30, 2004 10-Q, under the
recently enacted "American Jobs Creation Act of 2004" the Company may be able to
finance its U.S. repayment obligation by repatriating the funds received by the
foreign-based subsidiary at a significantly reduced tax cost.

2. The 36-month grace period that previously applied in the event the
counterparty gives notice of termination as a result of the Company's failure to
maintain the required minimum credit ratings, has been extended to January 15,
2009. In the event that the counterparty gives the Company a termination notice
under this provision, all scheduled terminations and associated payments per
paragraph 1 above will continue according to the agreed schedule during the time
between delivery of the termination notice and January 15, 2009.

3. The transactions' original provisions which also allowed the counterparty to
give a 12-month notice to terminate the transaction if, on the 10th anniversary
of the transaction (November 17, 2007), the Company's credit ratings were not at
least "A2" by Moody's and "A" by S&P, have been eliminated. In its place the
Company has accepted a new credit trigger which provides that the counterparty
may terminate the transaction should the Company fail to maintain a long-term,
U.S. dollar denominated, senior unsecured indebtedness rating of at least "BBB"
by S&P or "Baa2" by Moody's. Termination under this provision would be on the
later of November 16, 2007 or 60 days from the date the Company receives such
notice to terminate. Should the Company fail to meet the minimum credit
requirement resulting in an early termination under this provision, all
scheduled swap terminations and associated payments per paragraph 1 above will
continue through the termination date.

Item 9.01 Financial Statements and Exhibits

The following exhibit is furnished with this 8-K:

99.1 December 2, 2004, Investor Frequently Asked Questions and Answers


                                   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/ Douglas J. Gingerella
   ___________________________
Douglas J. Gingerella
Vice President and Controller

Date: December 2, 2004


Exhibit Index

The following exhibit is furnished with this 8-K:

99.1 December 2, 2004, Investor Frequently Asked Questions and Answers

EX-99.1

                                                                    EXHIBIT 99.1

         DECEMBER 2, 2004, INVESTOR FREQUENTLY ASKED QUESTIONS AND ANSWERS

         FROM TIME TO TIME, INVESTOR RELATIONS WILL PROVIDE FAQS ON VARIOUS
         TOPICS OF INTEREST TO INVESTORS. THE FOLLOWING IS A COMPILATION OF
         FREQUENTLY ASKED QUESTIONS AND ANSWERS.

Q        WHAT IS THE OUTLOOK FOR THE GROSS MARGIN? WHAT IS THE EXPECTED IMPACT
         OF THE BAYER AGREEMENT ON GROSS MARGIN?

A        The company anticipates that the gross margin will continue to be
         impacted by the company's product sales mix, production volumes and
         increased spending associated with our compliance efforts.

         Looking forward, the Bayer transaction will have an unfavorable impact
         on our gross margin, as we will pay a substantial royalty of greater
         than 50 percent to Bayer on the U.S. sales of AVELOX, CIPRO and ADALAT.

Q        WHAT IS THE IMPACT OF THE BAYER AGREEMENT ON SELLING, GENERAL AND
         ADMINISTRATIVE EXPENSES?

A        Looking forward, we plan to integrate about 800-900 Bayer sales
         representatives into Schering-Plough in the 2004 fourth quarter. As a
         result, we expect our sales force costs to increase accordingly.

Q        WHAT IS YOUR REACTION TO THE APPROVAL OF THE HOMELAND INVESTMENT ACT?

A        The President signed the American Jobs Creation Act into law on October
         22. This law, which included the important Homeland Investment Act,
         promises to benefit the U.S. economy and foster job creation. For
         Schering-Plough, the company is pleased that it may enable us to access
         cash held overseas at a lower tax rate and strengthen our domestic
         operations here in the United States.

Q        ONCE YOU HAVE REPATRIATED THE OVERSEAS FUNDS, WHAT DO YOU INTEND TO DO
         WITH THE MONEY?

A        Before any dividends from foreign subsidiaries can be provided to the
         domestic parent company, the legislation requires that companies
         prepare a domestic reinvestment plan. Until the law can be fully
         analyzed and a proper reinvestment plan has been prepared and approved
         by senior management, it would be premature to speculate on how the
         repatriated funds might be spent.

         In addition, there is little official guidance on the specific
         allowable uses of the repatriated earnings. We are currently assessing
         the legislation's potential application for Schering-Plough.

Q        WHAT WERE SALES OF ZETIA AND VYTORIN IN THE 2004 THIRD QUARTER?

A        Global cholesterol franchise sales, which include ZETIA and VYTORIN,
         totaled $344 million in the 2004 third quarter compared with sales of
         $137 million in 2003.

         Global sales of ZETIA in the 2004 third quarter were $294 million,
         including $256 million in U.S. sales. This compares to 2003 third
         quarter global ZETIA sales of $137 million.

         Global sales of VYTORIN in the 2004 third quarter were $50 million, of
         which $42 million came from the U.S. VYTORIN was launched in the U.S.
         during the 2004 third quarter.

Q        DOES SCHERING-PLOUGH HAVE INVENTORY MANAGEMENT AGREEMENTS WITH ITS
         WHOLESALERS?

A        Schering-Plough recently put in place inventory management programs
         with certain key customers. Our goal is to maintain a consistent supply
         of products to the wholesaler, retailer, and patient to fill true
         demand. We will continue to closely monitor our supply chain and trade
         inventory levels to ensure this goal is met.

Q        WHAT WILL BE THE IMPACT GOING FORWARD OF THE MANDATORY CONVERTIBLE
         PREFERRED STOCK DIVIDEND?

A        On Aug. 10, 2004, Schering-Plough issued 28.75 million shares of 6
         percent mandatory convertible preferred stock with a face value of $1.4
         billion. The mandatory conversion date of the shares is Sept. 14, 2007.
         The preferred stock accrues dividends at an annual rate of 6 percent on
         shares outstanding.

         As a result, the company will make an after-tax payment of
         approximately $86 million ($0.06 per share) each year for the preferred
         stock dividend, assuming no conversions take place, until the mandatory
         conversion in September 2007. This dividend payment will accrue on a
         quarterly basis and thus, lower net income available to common
         shareholders.

Q        WHAT IS THE STATUS OF YOUR CONSENT DECREE OBLIGATIONS? HAVE YOU
         COMPLETED THE BULK OF THE WORK REQUIRED?

A        As of September 30, 2004 we have completed 142 of 212 significant steps
         and 20 of 33 validation actions - and so far our teams have met this
         unprecedented challenge without incurring any payments for missed
         deadlines. We plan to continue to work diligently toward completing
         these deadlines on time; however, we will not sacrifice quality work in
         order to meet a deadline.

         While we have completed a large portion of our work, it is important to
         note that the fourth quarter is still a steep part of the compliance
         curve.

         In addition, the Consent Decree contains a sunset provision that
         permits the Company to petition the Court to dissolve the Decree if,
         during any five year period following the entry of the Decree (May 20,
         2002), FDA has not notified the Company that there has been a
         significant violation of FDA law, regulations, or the Decree. If these
         conditions are satisfied, the Decree states that FDA will not oppose
         the Company's petition. The earliest the Company would be in a position
         to submit such a petition would be May, 2007 (five years after the
         entry of the Decree).

         Note: The total number of significant steps and validation actions has
         been revised from year-end 2003 to account for certain product
         discontinuations and/or outsourcing to third-party manufacturers.

Q        HAVE THERE BEEN ANY CHANGES TO YOUR PRODUCT PIPELINE?

A        Schering-Plough from time to time updates public information about its
         products in development, also known as its "Product Pipeline." The
         information, updated as of November 2004, is available on the
         Schering-Plough Web site at www.schering-plough.com under "investor
         relations/investor publications".

         Schering-Plough undertakes no obligation to update the information in
         the future, and readers should note the date of information when
         referring to the product pipeline or other historical information
         available on the Web site.

         The following is a summary of the recent changes to the Schering-Plough
         Product Pipeline:

         PHASE II

         New to this phase is the PDE 5 Inhibitor as a treatment for erectile
         dysfunction.

         PHASE III

         REMICADE

         Two new indications have been added to this phase: juvenile idiopathic
         arthritis and pediatric Crohn's disease.

         NDA/HRD FILED

         U.S. and international regulatory submissions have been accepted as
         filed for TEMODAR as a treatment of gliomas, a form of brain cancer.
         The U.S. FDA has granted a priority review.

         JNDA FILED

         A new JNDA Filed section has been added to the Product Pipeline to
         track company regulatory filings of key products in Japan.

         As previously disclosed, ZETIA for monotherapy treatment of high
         cholesterol was filed in Japan in the 2003 fourth quarter.



         DISCLOSURE NOTICE: This Investor FAQ contains "forward-looking
         statements" within the meaning of the Securities Litigation Reform Act
         of 1995, including the outlook for our gross margin and the potential
         impacts of implementation of the strategic agreement with Bayer.
         Forward-looking statements relate to expectations or forecasts of
         future events and not to historical information. Schering-Plough does
         not assume the obligation to update any forward-looking statement.
         There are no guarantees about what our gross margin will be in the
         future, the impacts of the strategic agreement or the performance of
         Schering-Plough stock or Schering-Plough's business. Actual results may
         vary materially from forward-looking statements made here or in other
         Schering-Plough written or spoken communications due to many factors
         and uncertainties, which include the market acceptance of ZETIA in
         Japan, trade buying patterns for Schering-Plough products and Bayer
         products covered by the strategic agreement (together, "products"), the
         introduction and performance of competitive products, legislation that
         may impact the pricing/ availability of the products and other items
         impacting Schering-Plough, the pharmaceutical industry, and business
         generally, all as discussed in Schering-Plough's Securities and
         Exchange Commission filings, including the 10-Q filed October 28, 2004.