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

Date of Report (Date of earliest event reported): July 21, 2005

SCHERING–PLOUGH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New Jersey	1-6571	22-1918501
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification Number)

2000 Galloping Hill Road
Kenilworth, NJ 07033
(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (908) 298-4000

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:

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

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

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

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

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

EX-99.2: SUPPLEMENTAL FINANCIAL DATA

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Schering-Plough today issued a press release titled “Schering-Plough Reports Financial Results for 2005 Second Quarter” and provided additional supplemental financial data. The press release is furnished as Exhibit 99.1 to this 8-K. The supplemental financial data is furnished as Exhibit 99.2 to this 8-K.

ITEM 8.01 OTHER EVENTS.

Disclosure Notice for Forward Looking Statements

This 8-K, including each exhibit, the comments of Schering-Plough officers during our earnings teleconference/webcast on July 21, 2005 at 7:30 am (EDT), and other written reports and oral statements made from time to time by the company may contain “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations or forecasts of future events. They use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” “will,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

In particular, forward-looking statements include statements relating to future actions, ability to access the capital markets, prospective products, the status of product approvals, future performance or results of current and anticipated products, sales efforts, development programs, estimates of rebates, discounts and returns, expenses and programs to reduce expenses, the cost of and savings from reductions in work force, the outcome of contingencies such as litigation and investigations, growth strategy and financial results.

Any or all forward-looking statements here or in other publications may turn out to be wrong. Actual results may vary materially, and there are no guarantees about Schering-Plough’s financial and operational performance or the performance of Schering-Plough stock. Schering-Plough does not assume the obligation to update any forward-looking statement.

Many factors could cause actual results to differ from Schering-Plough’s forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. Although it is not possible to predict or identify all such factors, they may include the following:

• A significant portion of net sales are made to major pharmaceutical and health care products distributors and major retail claims in the U.S. Consequently, net sales and quarterly growth comparisons may be affected by fluctuations in the buying patterns of major distributors, retail chains and other trade buyers. These fluctuations may result from seasonality, pricing, wholesaler buying decisions or other factors.

• Competitive factors, including technological advances attained by competitors, patents granted to competitors, new products of competitors coming to the market, new indications for competitive products, combined competitive products, and new and existing generic, prescription and/or OTC products that compete with products of Schering-Plough or the Merck/Schering-Plough Cholesterol Partnership, such as competition from OTC statins like the one approved for use in the U.K., or the introduction of generic forms of existing well established cholesterol products. The eventual impact of these situations on the cholesterol reduction market cannot be reasonably predicted.

• Increased pricing pressure both in the U.S. and abroad from managed care organizations, institutions and government agencies and programs. In the U.S., among other developments, consolidation among customers may increase pricing pressures and may result in various customers having greater influence over prescription decisions through formulary decisions and other policies.

• The potential impact of the Medicare Prescription Drug, Improvement and Modernization Act of 2003; possible other U.S. legislation or regulatory action affecting, among other things, pharmaceutical pricing and reimbursement, including Medicaid and Medicare; involuntary approval of prescription medicines for over-the-counter use; and other health care reform initiatives and drug importation legislation. Legislation or regulations in markets outside the U.S. affecting product pricing, reimbursement or access. Laws and regulations relating to trade, antitrust, monetary and fiscal policies, taxes, price controls and possible nationalization.

• Patent positions can be highly uncertain and patent disputes are not unusual. An adverse result in a patent dispute can preclude commercialization of products or negatively impact sales of existing products or result in injunctive relief and payment of financial remedies. Certain foreign governments have indicated that compulsory licenses to patents may be granted in the case of national emergencies.

• Uncertainties in the regulatory and approval process in the U.S. and other countries, including delays in the approval of new products and new indications and uncertainties in the FDA approval process; and uncertainties concerning regulatory decisions regarding labeling and other matters.

• Failure to meet current Good Manufacturing Practices established by the FDA and other governmental authorities can result in delays in the approval of products, release of products, seizure or recall of products, suspension or revocation of the authority necessary for the production and sale of products, fines and other civil or criminal sanctions. The resolution of manufacturing issues with the FDA discussed in Schering-Plough’s 10-Ks, 10-Qs and 8-Ks are subject to substantial risks and uncertainties. These risks and uncertainties, including the timing, scope and duration of a resolution of the manufacturing issues, will depend on the ability of Schering-Plough to assure the FDA of the quality and reliability of its manufacturing systems and controls, and the extent of remedial and prospective obligations undertaken by Schering-Plough.

• Pharmaceutical product development is highly uncertain. Products that appear promising in development may fail to reach market for numerous reasons. They may be found to be ineffective or to have harmful side effects in clinical or pre-clinical testing, they may fail to receive the necessary regulatory approvals, they may turn out not to be economically feasible because of manufacturing costs or other factors or they may be precluded from commercialization by the proprietary rights of others.

• Once a product is approved and marketed, clinical trials of marketed products or post-marketing surveillance may raise efficacy or safety concerns. Whether or not scientifically justified, this new information could lead to recalls, withdrawals or adverse labeling of marketed products, which may negatively impact sales. Concerns of prescribers or patients relating to the safety or efficacy of Schering-Plough products, or other companies’ products or pharmaceutical products generally, may also negatively impact sales.

• Major products such as CLARITIN, CLARINEX, INTRON A, PEG-INTRON, REBETOL Capsules, REMICADE, TEMODAR and NASONEX accounted for a material portion of Schering-Plough’s 2004 revenues. If any major product were to become subject to a problem such as loss of patent protection, OTC availability of the Company’s product or a competitive product (as has been disclosed for CLARITIN and its current and potential OTC competition), previously unknown side effects; if a new, more effective treatment should be introduced; generic availability of competitive products; or if the product is discontinued for any reason, the impact on revenues could be significant. Also, such information about important new products, such as ZETIA and VYTORIN, or important products in our pipeline, may impact future revenues. Further, sales of VYTORIN may negatively impact sales of ZETIA.

• Unfavorable outcomes of government (local and federal, domestic and international) investigations, litigation about product pricing, product liability claims, other litigation and environmental concerns could preclude commercialization of products, negatively affect the profitability of existing products, materially and adversely impact Schering-Plough’s financial condition and results of operations, or contain conditions that impact business operations, such as exclusion from government reimbursement programs.

• Economic factors over which Schering-Plough has no control, including changes in inflation, interest rates and foreign currency exchange rates.

• Instability, disruption or destruction in a significant geographic region — due to the location of manufacturing facilities, distribution facilities or customers — regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease.

• Changes in tax laws including changes related to taxation of foreign earnings.

• Changes in accounting and auditing standards promulgated by the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, the SEC, or the Public Company Accounting Oversight Board that would require a significant change to Schering-Plough’s accounting practices.

For further details and a discussion of these and other risks and uncertainties, see Schering-Plough’s past and future SEC reports and filings.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are furnished pursuant to Item 2.02:

99.1 Press release dated July 21, 2005 titled “Schering-Plough Reports Financial Results for 2005 Second Quarter” (furnished pursuant to Item 2.02)

99.2 Supplemental Financial Data (furnished pursuant to Item 2.02)

SIGNATURE(S)

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: July 21, 2005

Exhibit Index

The following exhibits are furnished with this 8-K:

99.1 Press release dated July 21, 2005 titled “Schering-Plough Reports Financial Results for 2005 Second Quarter” (furnished pursuant to Item 2.02)

99.2 Supplemental Financial Data (furnished pursuant to Item 2.02)

EX-99.1

EXHIBIT 99.1

FOR RELEASE: IMMEDIATELY	Media Contact:	Steve Galpin, Jr.
		(908) 298-7415
	Investor Contact:	Alex Kelly
		(908) 298-7436

SCHERING-PLOUGH REPORTS FINANCIAL RESULTS

FOR 2005 SECOND QUARTER

KENILWORTH, N.J., July 21, 2005 – Schering-Plough Corporation (NYSE: SGP) today reported financial results for the 2005 second quarter.

     “We continue to make steady and solid progress on our Action Agenda to transform Schering-Plough into a high-performance company for the long term,” said Fred Hassan, Schering-Plough chairman and CEO.

     For the 2005 second quarter, the company reported a loss of 5 cents per share on a GAAP basis, which includes $259 million in special charges, or approximately 18 cents per share. The special charges primarily relate to an increase in litigation reserves pertaining to previously disclosed governmental investigations.

     “These matters relate to issues that arose before this new management team joined Schering-Plough,” Hassan noted. “We are working hard to put these matters behind us – and to strengthen the emphasis on business integrity in our new culture.”

     Commenting on results for the recent quarter, he said, “We are now registering our third consecutive quarter of strong sales growth and, excluding special items, our second consecutive quarter of higher earnings. Our major products are delivering solid growth, we are putting issues from the past behind us, and we remain on track to begin our Turnaround later this year. We intend to see three quarters of earnings growth, excluding special items, before announcing the start of our Turnaround phase. And we will continue to reinforce growth with cost control.”

     The Turnaround phase is the third phase in the six- to eight-year Action Agenda that was announced by Hassan in April 2003, soon after joining the company as chairman and CEO.

     Reviewing key accomplishments in the 2005 second quarter, Hassan cited the strong performance of the cholesterol franchise, managed in partnership with Merck & Co., Inc. VYTORIN (ezetimibe/simvastatin), offering dual inhibition of both sources of LDL cholesterol, continues to gain

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share in the large and competitive U.S. cholesterol market, while ZETIA (ezetimibe) is retaining its strength even with the market share progress of VYTORIN. Together, they have captured more than 12 percent of new prescriptions in the nearly $20 billion U.S. cholesterol management market.

     “In the first half of 2005, our earnings benefited from several favorable factors, including the seasonality of our allergy and sun care products, a higher profit split on ZETIA and other cholesterol joint venture items, as well as a positive impact from foreign exchange,” Hassan added. “Going forward, we expect our results in the third and fourth quarters will be tempered by the absence of these favorable items and by higher R&D costs and ASMANEX launch expenses. However, we see underlying growth continuing.”

     Schering-Plough reported steady progress in fulfilling consent decree obligations with the U.S. Food and Drug Administration (FDA), having completed 183 of 212 significant steps and 27 of 30 validation actions as of June 30 without incurring any additional payments for missed deadlines.

     The company said it will continue to focus on re-engineering the company through its Value Enhancement Initiative (VEI), a program to increase efficiencies and achieve savings that can be reinvested in growth-driving priorities.

     “Over the past two years we have demonstrated that we are taking the right strategic actions, including significant investments, to drive growth for the long term,” said Hassan. He said that the company plans to intensify its focus on licensing and business development to further strengthen the pipeline, and to continue to invest in advancing its important new compounds through the pipeline – including innovative potential new treatments for AIDS, hepatitis C and thrombosis.

     Hassan stated that the company has taken several recent actions to increase its science-centered focus and strength in innovation, including at the Board of Directors level. A new Science and Technology Committee of the Board has been formed, along with a new Scientific Review Panel of outside experts to advise the Board and company management. “These strategic actions are steps toward our goal of making Schering-Plough a global leader in health care science innovation for the long term,” he said. “We recognize that innovative science is the driver of product flow excellence and also of supply chain excellence. It is what will make us especially relevant to health care providers, patients and other customers.

     “This is an exciting time for Schering-Plough,” Hassan continued. “We are proud that our people are building strength out of adversity in working through what has been seen as the most challenging situation among our peer pharmaceutical companies.”

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Second Quarter 2005 Results

Schering-Plough reported a net loss available to common shareholders of $70 million in the 2005 second quarter or 5 cents in loss per common share compared with a net loss in the 2004 period of $65 million or 4 cents per share. The second quarter 2005 loss reflected special charges of $259 million, or approximately 18 cents per share. Included in the special charges is an addition of $250 million to the company’s litigation reserves relating to the investigation by the U.S. Attorney’s Office for the District of Massachusetts into the company’s marketing, sales, pricing and clinical trial practices, as well as previously disclosed investigations and litigation relating to company practices regarding average wholesale price by the Department of Justice and certain states. While no agreement has been reached, the increase in litigation reserves reflects the company’s current estimate to resolve these matters. With this increase, a total of $500 million has been reserved for these matters.

     The earnings contribution from the company's increased sales in the 2005 second quarter and higher equity income from the cholesterol joint venture with Merck & Co., Inc. was offset by the impact from the special charges.

     Second quarter 2005 net sales of $2.5 billion were 18 percent higher than the 2004 period. The sales increase was driven primarily by the growth of prescription pharmaceuticals, led by REMICADE, NASONEX, TEMODAR and PEG-INTRON. Also contributing 5 percent to the sales increase was the U.S. sales contribution from the antibiotics AVELOX and CIPRO and other products under an agreement with Bayer that became effective in October 2004, and 3 percent from the impact of foreign exchange.

     The company noted that net sales under U.S. Generally Accepted Accounting Principles (GAAP) does not include sales of the cholesterol products marketed in partnership with Merck, as the company accounts for the cholesterol joint venture under the equity method as described below. Global cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled approximately $514 million in the 2005 second quarter, more than double the net sales of $244 million in the comparable 2004 period. U.S. cholesterol joint venture net sales for the 2005 period totaled $413 million, sharply higher versus $212 million in 2004. VYTORIN has now been launched in 21 countries, including the United States, and ZETIA in 60 countries. Overall, the company shares in approximately 50 percent of the profits of the joint venture with Merck, although there are different profit-sharing arrangements for the cholesterol products in countries around the world. Accordingly, including an adjustment of an assumed 50 percent of global cholesterol joint venture net sales (see note and table below), Schering-Plough’s adjusted net sales for the second quarter of 2005 would have totaled $2.8 billion, an increase of $520 million or 23 percent, as compared to $2.3 billion on a similar adjusted basis in the second quarter of 2004.

     The company utilizes the equity method of accounting for its cholesterol joint venture with Merck. Under the equity method, the company records its share of the income from operations (which includes milestones earned from Merck) in “Equity income from cholesterol joint venture.” “Equity income from cholesterol joint venture” for Schering-Plough totaled $170 million in the 2005 second quarter versus $77 million in the second quarter of 2004. The increase in equity income reflected the

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quarter’s strong sales performance for VYTORIN and ZETIA. The company noted that it incurs substantial costs, such as selling, general and administrative costs, that are not reflected in “Equity income from cholesterol joint venture” and are borne by the overall cost structure of Schering-Plough.

     On a reported basis, second quarter 2005 sales of Prescription Pharmaceuticals, which do not include sales of the cholesterol joint venture, totaled $2.0 billion, up 20 percent, including a favorable impact from foreign exchange of 4 percent and the sales contribution of AVELOX and CIPRO. Consumer Health Care sales rose 4 percent to $330 million. Animal Health sales increased 22 percent to $227 million, primarily reflecting higher sales of products serving the U.S. cattle market due to better product supply, and a favorable impact from foreign exchange of 4 percent.

     Among prescription products recording significantly higher sales in the 2005 second quarter were REMICADE, a treatment for immune-mediated inflammatory disorders that Schering-Plough markets in countries outside the United States (excluding Japan and certain Far East markets) for rheumatoid arthritis, early rheumatoid arthritis, psoriatic arthritis, Crohn’s disease and ankylosing spondylitis, and TEMODAR, a treatment for certain types of brain tumors. Sales for REMICADE rose 29 percent to $234 million, due primarily to greater demand, expanded indications and continued market growth. TEMODAR sales totaled $145 million in the 2005 second quarter, up 42 percent, benefiting from increased utilization for treating newly diagnosed glioblastoma multiforme (GBM), which is the most prevalent form of brain cancer. This new indication was granted U.S. approval in March and European Commission approval in June. Also posting higher sales in the quarter was CAELYX, for the treatment of ovarian cancer, metastatic breast cancer and Kaposi’s sarcoma, up 30 percent to $46 million, largely as a result of increased use in treating breast and ovarian cancer.

     In the company’s prescription respiratory business, global NASONEX sales rose 28 percent to $199 million, with U.S. sales climbing 35 percent to $115 million as the product captured greater U.S. market share versus the 2004 period. U.S. sales also benefited from the nationwide availability beginning in January of a new scent-free, alcohol-free formulation of NASONEX nasal spray. In international markets, NASONEX sales were up 19 percent to $84 million as a result of market share gains. Global CLARINEX sales in the second quarter of 2005 were $207 million, down 8 percent. Sales of CLARINEX outside the United States rose 16 percent to $117 million in the second quarter due to market share gains. In the United States, CLARINEX continued to experience reduced market share in a declining market. As a result, sales decreased 28 percent to $90 million. International sales of prescription CLARITIN rose 22 percent to $100 million in the second quarter.

     Sales for the company’s PEG-INTRON hepatitis C product rose in the 2005 second quarter, driven primarily by higher sales in Japan as a result of the December 2004 launch of the PEG-INTRON and REBETOL combination therapy. In Japan, PEG-INTRON has become the leading interferon

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therapy prescribed for the treatment of hepatitis C. Second quarter global sales of PEG-INTRON were up 26 percent to $182 million; sales of REBETOL were up 3 percent to $91 million, despite ongoing international competition and U.S. market share erosion from generic competition.

     In Consumer Health Care, second quarter sales of OTC CLARITIN increased to $133 million from $117 million. Sales of foot care products were essentially unchanged at $89 million. Sales of sun care products totaled $79 million, up 2 percent.

     The company’s gross margin was 65.8 percent for the 2005 second quarter compared with 63.2 percent in the 2004 period, with the improvement primarily stemming from increased sales of higher-margin products, supply chain process improvements and a positive impact from foreign exchange, partly offset by higher royalties related to the Bayer products. Schering-Plough said its ongoing focus on operational excellence in all key functions continues to affect the overall cost structure of the company.

     Selling, general and administrative expenses rose 14 percent to $1.1 billion in the second quarter of 2005 versus the prior year, primarily reflecting the addition in the 2004 fourth quarter of Bayer sales representatives, and increased selling expenses in Europe to support the continued launch of ZETIA and VYTORIN, coupled with increased promotional spending, primarily for NASONEX.

     Research and development spending for the 2005 second quarter totaled $442 million, down 2 percent. In the second quarter of 2004, the company recorded an $80 million milestone payment in R&D to Toyama Chemical Co. Ltd. related to an agreement for garenoxacin. The company expects R&D spending in subsequent quarters in 2005 to be higher, reflecting the timing of clinical trials and the progression of the early-stage pipeline.

     The “Other, net” line is comprised of interest expense primarily from long-term debt, interest income on cash balances, and other non-operating items.

     Schering-Plough recorded income tax expense in the 2005 second quarter of $74 million, which primarily reflected tax expense in international locations.

Recent Developments

The company also offered the following summary of recent significant developments, including:

• Gained European Commission approval of TEMODAL (temozolomide) Capsules for first-line use for the treatment of patients with newly diagnosed glioblastoma multiforme (GBM), the most common and aggressive form of primary brain cancer. The approval follows a positive opinion granted on April 21, 2005, by the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMEA). (Announced June 10)

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• Reported on results from two Phase III, placebo-controlled clinical trials that found that approximately two-thirds of patients with moderate to severe, active ulcerative colitis (UC) treated with REMICADE (infliximab, 5mg/kg) demonstrated a significant improvement in symptoms. In addition, one-third of patients achieved clinical remission. Data from the ACT I and ACT II clinical trials showed REMICADE achieved all primary and secondary endpoints of clinical response. The results were presented at the 36th annual Digestive Disease Week meeting in Chicago. Currently, there are no biologic therapies approved to treat moderate to severe UC, a chronic disease with significant impact on quality of life that affects more than 700,000 people in Europe. (Announced May 16)

• Gained U.S. approval for AVELOX (moxifloxacin HCl), a once-daily antibiotic, for the treatment of complicated skin and skin structure infections (cSSSI) in adults caused by methicillin-susceptible Staphylococcus aureus, Escherichia coli, Klebsiella pneumoniae or Enterobacter cloacae. AVELOX was developed by Bayer HealthCare AG and is marketed in the United States by Schering-Plough. (Announced June 30)

• Reported that the company’s CCR5 receptor antagonist vicriviroc for the treatment of HIV infection had been granted Fast Track designation by the U.S. Food and Drug Administration (FDA). Vicriviroc is being studied in two Phase II clinical trials, one in the United States and one in Europe and Canada. The company expects to begin Phase III clinical studies with vicriviroc this year. (Announced June 14)

• Announced receipt of an approvable letter from the FDA on June 10 for its New Drug Application (NDA) for posaconazole, an oral antifungal agent. The company said it is assessing the FDA’s request for additional data and will respond to the FDA as soon as possible in order to continue the U.S. regulatory review for this new treatment for patients with serious fungal infections. Posaconazole is currently under regulatory review in Europe. (Announced June 14)

• Established Schering-Plough Biopharma to capitalize on the company’s historic strength in biotechnology. Schering-Plough Biopharma is being formed through the integration of the company’s two California research facilities: Canji Inc. in San Diego, acquired in 1996, and DNAX Research Institute, Inc. in Palo Alto, acquired in 1982. The Biopharma operations will be fully integrated with the company’s core pharmaceutical research and development organization. (Announced May 3)

• Final guidance issued by the United Kingdom’s National Institute for Health and Clinical Excellence (NICE) recommending the use of CAELYX (pegylated liposomal doxorubicin hydrochloride) as an option for the second-line treatment or subsequent treatment of women with advanced ovarian cancer. This final guidance advised that CAELYX is now the only

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	single, non-platinum agent recommended for partially platinum-sensitive ovarian cancer patients. (Announced May 25)
•	Results published in The New England Journal of Medicine of a new clinical study with PEG-INTRON and REBETOL showing that a shorter, 12-week course of therapy was as effective as a 24-week course for hepatitis C patients with genotype 2 or 3 virus who had an early response to treatment after four weeks. The shorter 12-week regimen was not only highly effective in these patients, with 85 percent achieving a sustained virological response, but it also was associated with fewer side effects. (Published June 23)
•	Gained U.S. approval for re-formulated CLARINEX (desloratadine 2.5 mg and 5 mg) REDITABS tablets for the treatment of allergy symptoms caused by both perennial indoor and seasonal outdoor allergens and chronic idiopathic urticaria (CIU), or hives of unknown cause, in adults and children 6 years of age and older. The tablet disintegrates orally, is taken once-daily for 24-hour relief, and now comes in a new “tutti frutti” flavor. This convenient new formulation will be available in pharmacies nationwide in September. (Announced July 15)

Second Quarter 2005 Conference Call and Webcast
Schering-Plough will conduct a conference call today at 7:30 a.m. (EDT) to review the 2005 second quarter results. To listen live to the call, dial 1-877-565-9664 or 1-706-634-5003. A replay of the call will be available starting at approximately 11 a.m. today through 5 p.m. on July 25. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #6956406.

     A live audio webcast of the conference call also will be available by going to the Investor Relations section of the Schering-Plough corporate Web site, www.schering-plough.com, and clicking on the “Presentations/Webcasts” link. A replay of the webcast will be available starting at approximately 11 a.m. today through 5 p.m. on Aug. 19.

NOTE: Adjusted net sales, defined as net sales plus an assumed 50 percent of global cholesterol joint venture net sales, is a non-U.S. GAAP measure used by management in evaluating the performance of the company’s overall business. The company believes that this performance measure contributes to a more complete understanding by investors of the overall results of the company. The company provides this information to supplement the reader’s understanding of the importance to the company of its share of results from the operations of the cholesterol joint venture.

     Net sales (excluding the cholesterol joint venture net sales) is required to be presented under U.S. GAAP. The cholesterol joint venture’s net sales are included as a component of income from operations in the calculation of the company’s “Equity income from cholesterol joint venture.”

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DISCLOSURE NOTICE: The information in this press release includes certain “forward-looking” statements within the meaning of the Securities Litigation Reform Act of 1995, including statements relating to the company’s plans, business prospects, anticipated growth, trends in performance, the timing of the anticipated turnaround and resulting growth prospects, the outcome of contingencies such as legal proceedings and the potential of certain products including ZETIA, VYTORIN, CLARINEX REDITABS, vicriviroc and posaconazole. Forward-looking statements relate to expectations or forecasts of future events and not to historical information. Actual results may vary materially from the company’s forward-looking statements and there are no guarantees about the performance of Schering-Plough stock or Schering-Plough’s business. A number of risks and uncertainties could cause results to differ from forward-looking statements, including the market viability of the company’s (and the cholesterol joint venture’s) marketed and pipeline products; possible changes in business strategies and the ability to successfully implement those business strategies; general market and economic factors; regulations and legislation; label/use changes and concerns of prescribers or patients relating to Schering-Plough products, other companies’ products or pharmaceutical products generally; existing and new manufacturing issues that may arise; trade buying patterns; patent positions; litigation and investigations; and instability or destruction in a geographic area important to the company. For further details and a discussion of these and other risks and uncertainties that may impact forward-looking statements, see Schering-Plough’s Securities and Exchange Commission filings, including the company’s 8-K being filed today. The company does not assume any obligation to update any forward-looking statements.

     Schering-Plough is a global science-based health care company with leading pharmaceutical products. Through internal research and collaborations with partners, Schering-Plough discovers, develops, manufactures and markets advanced drug therapies to meet important medical needs. Schering-Plough’s vision is to earn the trust of the physicians, patients and customers served by its more than 30,000 people around the world. The company is based in Kenilworth, N.J., and its Web site is www.schering-plough.com.

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SCHERING-PLOUGH CORPORATION

Report for the second quarter and six months ended June 30 (unaudited):
(Amounts in millions, except percentages and per share figures)

	Second Quarter									Six Months
	2005			2004			%			2005			2004			%
Net Sales	$	2,532		$	2,147			18		$	4,900		$	4,110			19
Cost of Sales		867			790			10			1,756			1,530			15
Selling, General and Administrative		1,116			979			14			2,197			1,893			16
Research and Development		442			451			(2	)		825			824			0
Other, Net		(8	)		43			N/M			9			78			(88	)
Special Charges a/		259			42			N/M			286			112			N/M
Equity Income from Cholesterol Joint Venture		(170	)		(77	)		N/M			(389	)		(154	)		N/M
Income/(Loss) Before Income Taxes		26			(81	)		N/M			216			(173	)		N/M
Income Tax Expense/(Benefit)		74			(16	)		N/M			138			(35	)		N/M
Net (Loss)/Income	$	(48	)	$	(65	)		N/M		$	78		$	(138	)		N/M
Preferred Stock Dividends		22			—			N/M			43			—			N/M
Net (Loss)/Income Available to Common Shareholders	$	(70	)	$	(65	)		N/M		$	35		$	(138	)		N/M
Diluted (Loss)/Earnings per Common Share	$	(0.05	)	$	(0.04	)		N/M		$	0.02		$	(0.09	)		N/M
Effective Tax Rate b/		N/M			20	%					N/M			20	%
Average Common Shares Outstanding – Diluted		1,476			1,472						1,482			1,471
Actual Number of Common Shares Outstanding at June 30		1,476			1,472						1,476			1,472

The Company noted that it incurs substantial costs, such as selling, general and administrative costs, that are not reflected in the “Equity income from cholesterol joint venture” and are borne by the overall cost structure of Schering-Plough.

N/M – Not a meaningful percentage

a/ Special Charges for the second quarter of 2005 includes an addition of $250 million to the Company’s litigation reserves relating to the investigation by the U.S. Attorney’s Office for the District of Massachusetts into the Company’s marketing, sales, pricing and clinical trial practices, as well as previously disclosed litigation relating to company practices regarding average wholesale price by the Department of Justice and certain states. While no agreement has been reached, the increase in litigation reserves reflects the Company’s current estimate to resolve these matters. With this increase, a total of $500 million has been reserved for these matters. The majority of the remaining amount of the Special Charges in the second quarter related to the consolidation of the Company’s U.S. biotechnology organizations. Special Charges for the second quarter ended June 30, 2004 included $42 million of employee termination costs.

b/ Tax expense during the second quarter and first six months of 2005 primarily related to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses. It should be noted that in the fourth quarter ended December 31, 2004, the Company recorded the impact of the intended repatriation of funds under the American Jobs Creation Act.

-10-

SCHERING-PLOUGH CORPORATION

Report for the period ended June 30 (unaudited):

Net Sales by Major Product:

(Dollars in Millions)	Second Quarter							Six Months
	2005		2004		%			2005		2004		%
GLOBAL PHARMACEUTICALS	$	1,975	$	1,644		20		$	3,820	$	3,125		22
Remicade		234		182		29			454		347		31
Clarinex / Aerius		207		226		(8	)		351		356		(1	)
Nasonex		199		156		28			382		296		29
PEG-Intron		182		144		26			352		293		20
Temodar		145		102		42			276		188		47
Claritin Rx *		100		82		22			211		173		22
Rebetol		91		88		3			155		187		(17	)
Integrilin		82		78		6			158		151		5
Intron A		75		89		(15	)		148		158		(6	)
Subutex		53		47		13			104		91		14
Avelox		46		—		N/M			119		—		N/M
Caelyx		46		35		30			89		70		28
Elocon		38		46		(18	)		79		84		(7	)
Cipro		36		—		N/M			72		—		N/M
Other Pharmaceuticals		441		369		20			870		731		19
CONSUMER HEALTH CARE		330		317		4			660		629		5
OTC		162		150		8			324		306		6
OTC Claritin		133		117		13			248		234		6
FOOT CARE		89		89		0			173		166		5
SUN CARE		79		78		2			163		157		4
ANIMAL HEALTH		227		186		22			420		356		18
CONSOLIDATED NET SALES	$	2,532	$	2,147		18		$	4,900	$	4,110		19

N/M – not a meaningful percentage

* Includes international sales of Claritin Rx only. Canadian sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.

NOTE: Additional information about U.S. and international sales for specific products is available by calling the company or visiting the investor relations Web site at http://ir.schering-plough.com.

-more-

-11-

SCHERING-PLOUGH CORPORATION

Reconciliation of Non-U.S. GAAP Financial Measure
Adjusted net sales, defined as net sales plus an assumed 50 percent of global Cholesterol Joint Venture net sales.

(Dollars in millions)	Three-Months Ended June 30 (unaudited)
	2005		2004
Net Sales, as reported	$	2,532	$	2,147
50 percent of Cholesterol Joint Venture Net Sales            a/		257		122
Adjusted net sales	$	2,789	$	2,269

(Dollars in millions)	Six-Months Ended June 30 (unaudited)
	2005		2004
Net Sales, as reported	$	4,900	$	4,110
50 percent of Cholesterol Joint Venture Net Sales            a/		509		216
Adjusted net sales	$	5,409	$	4,326

a/ Total net sales of the Cholesterol Joint Venture for the three months ended June 30, 2005 and 2004 were $514 million and $244 million, respectively. Total net sales of the Cholesterol Joint Venture for the six months ended June 30, 2005 and 2004 were $1.0 billion and $432 million, respectively.

NOTE: Adjusted net sales, defined as net sales plus an assumed 50 percent of global Cholesterol Joint Venture net sales, is a non-U.S. GAAP measure used by management in evaluating the performance of the company’s overall business. The company believes that this performance measure contributes to a more complete understanding by investors of the overall results of the company. The company provides this information to supplement the reader’s understanding of the importance to the company of its share of results from the operations of the Cholesterol Joint Venture. Net sales (excluding the Cholesterol Joint Venture net sales) is required to be presented under U.S. GAAP. The Cholesterol Joint Venture’s net sales are included as a component of income from operations in the calculation of the company’s “Equity income from Cholesterol joint venture.” Net sales of the Cholesterol Joint Venture do not include net sales of cholesterol products in non-joint venture territories.

EX-99.2

EXHIBIT 99.2

SCHERING-PLOUGH CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in Millions, except EPS)
(Unaudited)

	2005													2004
	1st			2nd			6			3rd	9	4th		1st			2nd			6			3rd			9			4th						2nd Qtr.			6 Mos.
	Qtr.			Qtr.			Mos.			Qtr.	Mos.	Qtr.	Year	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.			Year			vs			vs
	$			$			$			$	$	$	$	$			$			$			$			$			$			$			2nd Qtr.			6 Mos.
Net Sales		2,369			2,532			4,900							1,963			2,147			4,110			1,978			6,088			2,184			8,272			18	%		19	%
Cost of Sales		889			867			1,756							740			790			1,530			711			2,241			829			3,070			10	%		15	%
Gross Margin		1,480			1,665			3,144							1,223			1,357			2,580			1,267			3,847			1,355			5,202			23	%		22	%
Total SG&A		1,081			1,116			2,197							914			979			1,893			892			2,785			1,026			3,811			14	%		16	%
Research & Development 1/		384			442			825							372			451			824			378			1,201			406			1,607			(2	%)		0	%
Other, Net		17			(8	)		9							36			43			78			34			112			33			146			N/M			(88	%)
Special Charges 2/		27			259			286							70			42			112			26			138			15			153			N/M			N/M
Equity Income from Cholesterol Joint Venture		(220	)		(170	)		(389	)						(78	)		(77	)		(154	)		(95	)		(249	)		(98	)		(347	)		N/M			N/M
Income/(Loss) before Income Taxes		191			26			216							(91	)		(81	)		(173	)		32			(140	)		(27	)		(168	)		N/M			N/M
Income Tax Expense/(Benefit) 3/		64			74			138							(18	)		(16	)		(35	)		6			(28	)		807			779			N/M			N/M
Net Income/(Loss)		127			(48	)		78							(73	)		(65	)		(138	)		26			(112	)		(834	)		(947	)		N/M			N/M
Preferred Stock Dividends		22			22			43							—			—			—			12			12			22			34			N/M			N/M
Net Income/(Loss) Available to Common Shareholders		105			(70	)		35							(73	)		(65	)		(138	)		14			(124	)		(856	)		(981	)		N/M			N/M
Diluted Earnings/(Loss) per Common Share		0.07			(0.05	)		0.02							(0.05	)		(0.04	)		(0.09	)		0.01			(0.08	)		(0.58	)		(0.67	)		N/M			N/M
Avg. Shares Outstanding- Diluted		1,480			1,476			1,482							1,471			1,472			1,471			1,475			1,472			1,473			1,472
Actual Shares Outstanding		1,475			1,476			1,476							1,472			1,472			1,472			1,472			1,472			1,474			1,474
Ratios To Net Sales
Net Sales		100.0	%		100.0	%		100.0	%						100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of Sales		37.5	%		34.2	%		35.8	%						37.7	%		36.8	%		37.2	%		35.9	%		36.8	%		37.9	%		37.1	%
Gross Margin		62.5	%		65.8	%		64.2	%						62.3	%		63.2	%		62.8	%		64.1	%		63.2	%		62.1	%		62.9	%
Total SG&A		45.6	%		44.1	%		44.8	%						46.6	%		45.6	%		46.1	%		45.1	%		45.7	%		47.0	%		46.1	%
Research & Development		16.2	%		17.4	%		16.8	%						19.0	%		21.0	%		20.0	%		19.1	%		19.7	%		18.6	%		19.4	%
Income/(Loss) Before Income Taxes		8.0	%		1.0	%		4.4	%						(4.6	%)		(3.8	%)		(4.2	%)		1.6	%		(2.3	%)		(1.3	%)		(2.0	%)
Income Taxes Expense/(Benefit)		2.7	%		2.9	%		2.8	%						(0.9	%)		(0.8	%)		(0.8	%)		0.3	%		(0.5	%)		37.0	%		9.4	%
Net Income/(Loss)		5.3	%		(1.9	%)		1.6	%						(3.7	%)		(3.0	%)		(3.4	%)		1.3	%		(1.8	%)		(38.2	%)		(11.4	%)

Note: The Company noted that it incurs substantial costs, such as selling, general and administrative costs, that are not reflected in the “Equity income from cholesterol joint venture” and are borne by the overall cost structure of Schering-Plough.

1/	Research and development in 2004 includes an $80 million upfront payment in conjunction with the licensing from Toyama Chemical Company LTD. of garenoxacin, a quinolone antibiotic in development.
2/	Special Charges for the second quarter of 2005 includes an addition of $250 million to the Company’s litigation reserves relating to the investigation by the U.S. Attorney’s Office for the District of Massachusetts into the Company’s marketing, sales, pricing and clinical trial practices, as well as previously disclosed litigation relating to company practices regarding average wholesale price by the Department of Justice and certain states. While no agreement has been reached, the increase in litigation reserves reflects the Company’s current estimate to resolve these matters. With this increase, a total of $500 million has been reserved for these matters. The majority of the remaining amount of the Special Charges in the second quarter related to the consolidation of the Company’s U.S. biotechnology organizations. Special Charges for the second quarter ended June 30, 2004 included $42 million of employee termination costs.
	Special Charges for the twelve months ended December 31, 2004 included $119 million of employee termination costs, as well as $27 million of asset impairment charges and $7 million of closure costs primarily related to the aforementioned research-and-development facility.
3/	Tax expense during the second quarter and first six months of 2005 primarily related to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses. In the fourth quarter ended December 31, 2004, the Company recorded the impact of the intended repatriation of funds under the American Jobs Creation Act of 2004.

All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 1

SCHERING-PLOUGH CORPORATION
CONSOLIDATED SALES
(Dollars in Millions)

	2005										2004
	1st		2nd		6		3rd	9	4th		1st		2nd		6		3rd		9		4th				2nd Qtr.			6 Mos.
	Qtr.		Qtr.		Mos.		Qtr.	Mos.	Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$	$	$	$	$		$		$		$		$		$		$		2nd Qtr.			6 Mos.
Prescription Pharm:		1,846		1,975		3,820						1,481		1,644		3,125		1,556		4,681		1,737		6,417		20	%		22	%
U.S.		549		609		1,157						411		495		906		518		1,424		584		2,007		23	%		28	%
International		1,297		1,366		2,663						1,070		1,150		2,220		1,037		3,257		1,153		4,410		19	%		20	%
Consumer Health Care:		330		330		660						312		317		629		239		868		217		1,085		4	%		5	%
OTC:		162		162		324						157		150		306		150		456		121		578		8	%		6	%
OTC Claritin *		116		133		248						117		117		234		110		344		75		419		13	%		6	%
Other OTC		46		29		76						40		32		72		41		112		46		159		(10	%)		5	%
Foot Care:		84		89		173						76		89		166		86		252		79		331		0	%		5	%
Sun Care:		84		79		163						79		78		157		3		160		17		176		2	%		4	%
Animal Health:		193		227		420						170		186		356		183		539		230		770		22	%		18	%
U.S.		44		54		98						41		36		77		56		133		61		194		51	%		28	%
International		149		173		322						129		150		279		127		406		169		575		15	%		15	%
Total Consolidated:		2,369		2,532		4,900						1,963		2,147		4,110		1,978		6,088		2,184		8,272		18	%		19	%
U.S.		897		970		1,866						738		827		1,565		800		2,365		854		3,219		17	%		19	%
International		1,472		1,562		3,034						1,225		1,320		2,545		1,178		3,723		1,330		5,053		18	%		19	%

* Includes net sales of Claritin in Canada.

     All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 2

SCHERING-PLOUGH CORPORATION
PRESCRIPTION PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	Global Prescription Pharm							U.S.							International
	2005		2004					2005		2004					2005		2004
	2nd		2nd		2nd Qtr.			2nd		2nd		2nd Qtr.			2nd		2nd		2nd Qtr.
	Qtr.		Qtr.		vs			Qtr.		Qtr.		vs			Qtr.		Qtr.		vs
	$		$		2nd Qtr.			$		$		2nd Qtr.			$		$		2nd Qtr.
Prescription Pharm:		1,975		1,644		20	%		609		495		23	%		1,366		1,150		19	%
Remicade		234		182		29	%		—		—		—			234		182		29	%
Nasonex		199		156		28	%		115		85		35	%		84		71		19	%
PEG-Intron		182		144		26	%		38		50		(24	%)		144		94		52	%
Clarinex / Aerius		207		226		(8	%)		90		126		(28	%)		117		100		16	%
Temodar		145		102		42	%		65		45		45	%		80		57		40	%
Claritin Rx 1/		100		82		22	%		—		—		—			100		82		22	%
Integrilin		82		78		6	%		78		72		9	%		4		6		(34	%)
Intron A		75		89		(15	%)		36		33		11	%		39		56		(31	%)
Avelox 2/		46		—		N/M			46		—		N/M			—		—		N/M
Rebetol		91		88		3	%		1		23		N/M			90		65		37	%
Subutex		53		47		13	%		—		—		—			53		47		13	%
Caelyx		46		35		30	%		—		—		—			46		35		30	%
Elocon		38		46		(18	%)		2		12		(85	%)		36		34		6	%
Cipro 2/		36		—		N/M			36		—		N/M			—		—		N/M

1/	Includes international net sales of Claritin Rx only. Canadian net sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.
2/	Includes net sales in Puerto Rico

     All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 3

SCHERING-PLOUGH CORPORATION
GLOBAL PRESCRIPTION PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	2005										2004
	1st		2nd		6		3rd	9	4th		1st		2nd		6		3rd		9		4th				2nd Qtr.			6 Mos.
	Qtr.		Qtr.		Mos.		Qtr.	Mos.	Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$	$	$	$	$		$		$		$		$		$		$		2nd Qtr.			6 Mos.
Global Prescription Pharm:		1,846		1,975		3,820						1,481		1,644		3,125		1,556		4,681		1,737		6,417		20	%		22	%
Remicade		220		234		454						165		182		347		188		535		212		746		29	%		31	%
Nasonex		183		199		382						140		156		296		153		449		145		594		28	%		29	%
PEG-Intron		170		182		352						148		144		293		132		425		138		563		26	%		20	%
Clarinex / Aerius		144		207		351						130		226		356		175		530		162		692		(8	%)		(1	%)
Temodar		131		145		276						86		102		188		121		309		150		459		42	%		47	%
Claritin Rx 1/		111		100		211						91		82		173		67		240		80		321		22	%		22	%
Integrilin		75		82		158						73		78		151		94		245		81		325		6	%		5	%
Intron A		73		75		148						69		89		158		81		239		79		318		(15	%)		(6	%)
Avelox 2/		73		46		119						—		—		—		—		—		44		44		N/M			N/M
Rebetol		64		91		155						99		88		187		52		239		49		287		3	%		(17	%)
Subutex		51		53		104						44		47		91		45		136		50		185		13	%		14	%
Caelyx		43		46		89						34		35		70		39		109		40		150		30	%		28	%
Elocon		41		38		79						38		46		84		42		127		42		168		(18	%)		(7	%)
Cipro 2/		37		36		72						—		—		—		—		—		43		43		N/M			N/M

1/	Includes international net sales of Claritin Rx only. Canadian net sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.
2/	Includes net sales in Puerto Rico
	All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 4

SCHERING-PLOUGH CORPORATION
U.S. PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	2005										2004
	1st		2nd		6		3rd	9	4th		1st		2nd		6		3rd		9		4th				2nd Qtr.			6 Mos.
	Qtr.		Qtr.		Mos.		Qtr.	Mos.	Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$	$	$	$	$		$		$		$		$		$		$		2nd Qtr.			6 Mos.
Total U.S. Pharm:		549		609		1,157						411		495		906		518		1,424		584		2,007		23	%		28	%
Nasonex		109		115		223						82		85		167		104		271		81		353		35	%		34	%
PEG-Intron		52		38		91						63		50		113		49		163		42		205		(24	%)		(20	%)
Clarinex / Aerius		67		90		157						69		126		195		118		313		107		420		(28	%)		(19	%)
Temodar		57		65		122						37		45		82		60		142		79		220		45	%		49	%
Integrilin		71		78		150						68		72		139		88		228		74		301		9	%		7	%
Intron A		32		36		68						18		33		51		30		81		29		109		11	%		35	%
Avelox 1/		73		46		119						—		—		—		—		—		44		44		N/M			N/M
Rebetol		—		1		—						31		23		53		—		54		—		45		N/M			N/M
Elocon		4		2		6						7		12		19		12		31		9		40		(85	%)		(70	%)
Cipro 1/		37		36		72						—		—		—		—		—		43		43		N/M			N/M

1/     Includes net sales in Puerto Rico

     All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 5

SCHERING-PLOUGH CORPORATION
INTERNATIONAL PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	2005										2004
	1st		2nd		6		3rd	9	4th		1st		2nd		6		3rd		9		4th				2nd Qtr.			6 Mos.
	Qtr.		Qtr.		Mos.		Qtr.	Mos.	Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$	$	$	$	$		$		$		$		$		$		$		2nd Qtr.			6 Mos.
Total International Pharm:		1,297		1,366		2,663						1,070		1,150		2,220		1,037		3,257		1,153		4,410		19	%		20	%
Remicade		220		234		454						165		182		347		188		535		212		746		29	%		31	%
Nasonex		74		84		159						58		71		129		48		178		64		242		19	%		23	%
PEG-Intron		118		144		261						85		94		179		83		262		96		358		52	%		46	%
Clarinex / Aerius		77		117		194						61		100		161		57		218		55		272		16	%		20	%
Temodar		74		80		154						49		57		106		61		168		72		239		40	%		45	%
Claritin Rx 1/		111		100		211						91		82		173		67		240		80		321		22	%		22	%
Integrilin		4		4		8						5		6		12		5		17		7		24		(34	%)		(30	%)
Intron A		41		39		80						51		56		107		51		158		50		208		(31	%)		(25	%)
Rebetol		70		90		159						68		65		133		52		185		57		242		37	%		19	%
Subutex		51		53		104						44		47		91		45		136		50		185		13	%		14	%
Caelyx		43		46		89						34		35		70		39		109		40		150		30	%		28	%
Elocon		37		36		73						31		34		65		31		96		32		128		6	%		12	%

1/     Canadian net sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.

     All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 6

SCHERING-PLOUGH CORPORATION
CHOLESTEROL FRANCHISE SALES
(Dollars in Millions)

	2005										2004
	1st		2nd		6		3rd	9	4th		1st		2nd		6		3rd		9		4th				2nd Qtr.			6 Mos.
	Qtr.		Qtr.		Mos.		Qtr.	Mos.	Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$	$	$	$	$		$		$		$		$		$		$		2nd Qtr.			6 Mos.
Global Zetia: 1/		331		317		648						189		242		431		294		725		328		1,052		N/M			N/M
U.S.		269		240		509						169		212		381		256		637		274		910		13	%		34	%
International		62		77		139						20		30		50		38		88		54		142		N/M			N/M
Global Vytorin: 1/ 2/		178		201		379						—		5		5		50		55		75		131		N/M			N/M
U.S.		157		173		330						—		—		—		42		42		59		102		N/M			N/M
International		21		28		49						—		5		5		8		13		16		29		N/M			N/M
Global Cholesterol: 1/		509		518		1,027						189		247		436		344		780		403		1,183		N/M			N/M
U.S.		426		413		839						169		212		381		298		679		333		1,012		N/M			N/M
International		83		105		188						20		35		55		46		101		70		171		N/M			N/M

1/ Substantially all sales of cholesterol products are not included in the Company’s net sales. Global sales include sales under the Merck/Schering-Plough partnership, plus any sales that are not part of the partnership, such as Schering-Plough sales of cholesterol products in Latin America. In the second quarter of 2005 and 2004, sales in non-joint venture territories of the cholesterol franchise totaled $4 and $3, respectively. For the first six months of 2005 and 2004, sales in non-joint venture territories of the cholesterol franchise totaled $8 and $4, respectively.

2/ Vytorin received first regulatory approval in 2004.

The results of the operation of the joint venture are reflected in equity income and have no impact on the Company’s gross and other operating margins.

The company utilizes the equity method of accounting for the joint venture. The cholesterol agreements provide for the sharing of net income/(loss) based upon percentages that vary by product, sales level and country. In the U.S. market, Schering-Plough receives a greater share of profits on the first $300 of annual ZETIA sales. Above $300 of annual ZETIA sales, the companies share profits equally. Schering-Plough’s allocation of joint venture income is increased by milestones earned. Further, either partner’s share of the joint venture’s net income/(loss) is subject to a reduction if the partner fails to perform a specified minimum number of physician details in a particular country. The partners agree annually to the minimum number of physician details by country.

     All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Page 7

CONSOLIDATED OPERATIONS DATA
(Dollars in Millions)
(Unaudited)

	2005										2004
	1st		2nd		6		3rd	9	4th		1st		2nd		6		3rd		9		4th
	Qtr.		Qtr.		Mos.		Qtr.	Mos.	Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year
	$		$		$		$	$	$	$	$		$		$		$		$		$		$
Geographic Sales
U.S.		897		970		1,866						738		827		1,565		800		2,365		854		3,219
Europe and Canada		1,035		1,102		2,138						874		972		1,846		820		2,666		929		3,595
Latin America		210		218		427						174		182		356		204		560		223		782
Pacific Area and Asia		227		242		469						177		166		343		154		497		178		676
Consolidated Sales		2,369		2,532		4,900						1,963		2,147		4,110		1,978		6,088		2,184		8,272

	2005													2004
	1st			2nd			6			3rd	9	4th		1st			2nd			6			3rd			9			4th
	Qtr.			Qtr.			Mos.			Qtr.	Mos.	Qtr.	Year	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.			Year
	$			$			$			$	$	$	$	$			$			$			$			$			$			$
Consolidated Sales Growth Rates:
As Reported		21	%		18	%		19	%						(6	%)		(7	%)		(6	%)		(1	%)		(5	%)		12	%		(1	%)
Excluding Exchange		17	%		15	%		16	%						(12	%)		(10	%)		(11	%)		(4	%)		(9	%)		8	%		(5	%)
Other, Net
Interest Income	$	33		$	40		$	74						$	14		$	15		$	29		$	20		$	50		$	31		$	80
Interest Expense		(45	)		(40	)		(86	)						(48	)		(43	)		(91	)		(39	)		(130	)		(38	)		(168	)
FX Gains/(Losses)		(4	)		(1	)		(4	)						(1	)		(4	)		(4	)		0			(4	)		(1	)		(5	)
Other Income/(Expense)		(1	)		9			7							(1	)		(11	)		(12	)		(15	)		(28	)		(25	)		(53	)
Total - Other, Net	($	17	)	$	8		($	9	)					($	36	)	($	43	)	($	78	)	($	34	)	($	112	)	($	33	)	($	146	)

     All figures rounded. Totals may not add due to rounding. N/M - not a meaningful percentage.

Alex Kelly	908-298-7450
Janet M. Barth	908-298-7417

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