SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 8-K/A

                                CURRENT REPORT


                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                               AUGUST 21, 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       (Commission File Number)        (IRS Employer
       jurisdiction                                     Identification Number)
     of incorporation)



                            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

Item 5 of the 8-K transmitted for filing by Schering-Plough on August 21,
2003 with a filing date of August 22, 2003 is hereby amended to include the
following sentence at the end of Item 5:

      All references in this 8-K and the Exhibits to "the 8-K filed
      August 21, 2003" mean "the 8-K transmitted for filing on August
      21, 2003 with a filing date of August 22, 2003 (as amended)."


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DISCLOSURE NOTICE

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS (CAUTIONARY STATEMENTS
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995).

This 8-K, including each Exhibit, and other written and oral statements made
from time to time by Schering-Plough 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, prospective products, the status of product approvals, future
performance or results of current and anticipated products, sales efforts,
development programs, expenses and our programs to reduce expenses, the
number of employees accepting Schering-Plough's planned voluntary early
retirement program and the cost of and savings from that program, the outcome
of contingencies such as litigation and investigations, growth strategy and
financial results.

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

You should carefully consider any forward-looking statement and should
understand that 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:

o     A significant portion of net sales are made to major pharmaceutical and
      health care products distributors and major retail chains in the United
      States. 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.
o     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 or generic prescription or OTC competition as
      Schering-Plough's products mature and patents expire on products.
o     Increased pricing pressure both in the United States and abroad from
      managed care organizations, institutions and government agencies and
      programs. In the United States, 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.
o     Government laws and regulations (and changes in laws and regulations)
      affecting domestic and international operations and the enforcement
      thereof including, among other laws and regulations, those resulting
      from healthcare reform initiatives and Medicare drug benefit and drug
      importation legislation in the United States at the state and federal
      level and in other countries, as well as laws and regulations relating
      to trade, antitrust, monetary and fiscal policies, taxes, price
      controls and possible nationalization.
o     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.


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o     Uncertainties of the FDA approval process and the regulatory approval
      processes of non-U.S. countries, including, without limitation, delays
      in approval of new products.
o     Failure to meet 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 this
      report 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.
o     Difficulties in product development. 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.
o     Efficacy or safety concerns with respect to marketed products, whether
      or not scientifically justified, leading to recalls, withdrawals or
      declining sales.
o     Major products such as CLARITIN, CLARINEX, INTRON A, PEG-INTRON,
      REBETOL Capsules and NASONEX accounted for a material portion of
      Schering-Plough's 2002 revenues. If any major product were to become
      subject to a problem such as loss of patent protection, OTC
      availability (as indicated above for CLARITIN and its current and
      potential OTC competition), previously unknown side effects; if a new,
      more effective treatment should be introduced; or if the product is
      discontinued for any reason, the impact on revenues could be
      significant. Further such information about important new products such
      as ZETIA or other important products in our pipeline may impact future
      revenues.
o     Legal factors, including product liability claims and other litigation,
      government investigations, patent disputes with competitors and
      environmental concerns, any of which could preclude commercialization
      of products or negatively affect the profitability of existing
      products.
o     Economic factors over which Schering-Plough has no control, including
      changes in inflation, interest rates and foreign currency exchange
      rates.
o     Instability, disruption or destruction in a geographic region important
      to us - due to the location of our 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 and
      storm.
o     Changes in tax laws including changes related to taxation of foreign
      earnings.
o     Changes in accounting standards promulgated by the American Institute
      of Certified Public Accountants, the Financial Accounting Standards
      Board or the Securities and Exchange Commission 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 Securities and Exchange Commission (SEC)
filings, including Schering-Plough's 2003 Second Quarter 10-Q filed with the
Commission on July 31, 2003 and future SEC filings.


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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.  The following exhibits are filed with this 8-K:

99.1  Press Release titled "Schering-Plough CEO Fred Hassan Completes First 100
Days `360 Degree Review;' Announces Key Measures to Set Foundation for
Turnaround" issued August 21, 2003*

99.2  Letter to Shareholders dated August 21, 2003*

99.3  Message to Employees from Fred Hassan, Chairman of the Board and CEO,
dated August 21, 2003*

99.4  Memo to Employees from Executive Management Team regarding Value
Enhancement Initiative dated August 21, 2003*

99.5  Letter to Employees from C. Ron Cheeley, Senior Vice President of
Global Human Resources, regarding Voluntary Early Retirement Program dated
August 21, 2003*

99.6  Frequently Asked Questions and Answers, FAQs, dated August 21, 2003*

* Previously filed.

                                  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:  August 22, 2003


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Exhibit Index

The following exhibits are filed with this 8-K:

99.1  Press Release titled "Schering-Plough CEO Fred Hassan Completes First 100
Days `360 Degree Review;' Announces Key Measures to Set Foundation for
Turnaround" issued August 21, 2003*

99.2  Letter to Shareholders dated August 21, 2003*

99.3  Message to Employees from Fred Hassan, Chairman of the Board and CEO,
dated August 21, 2003*

99.4  Memo to Employees from Executive Management Team regarding Value
Enhancement Initiative dated August 21, 2003*

99.5  Letter to Employees from C. Ron Cheeley, Senior Vice President of
Global Human Resources, regarding Voluntary Early Retirement Program dated
August 21, 2003*

99.6  Frequently Asked Questions and Answers, FAQs, dated August 21, 2003*

* Previously filed.


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