AMENDMENT TO FORM 10-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
     
For the fiscal year ended December 31, 2003   Commission File No. 1-6571

SCHERING-PLOUGH CORPORATION

(Exact name of registrant as specified in charter)
     
New Jersey   I.R.S. Employer Identification No. 22-1918501
(State of incorporation)    
2000 Galloping Hill Road    
Kenilworth, N.J. 07033   (908)298-4000
(Address of principal executive offices)   (Registrant’s telephone number)
     
Securities registered pursuant to section 12(b) of the Act:    
     
  Name of each exchange on
Title of each class   which registered
     
Common Shares, $.50 par value   New York Stock Exchange
     
Preferred Share Purchase Rights*   New York Stock Exchange

*At the time of filing, the Rights were not traded separately from the Common Shares.

Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days. YES  x  NO  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES  x  NO  o

Aggregate market value of common shares held by non-affiliates computed by reference to the price at which the common shares were last sold as of June 30, 2003 (the last business day of the registrant’s most recently completed second fiscal quarter): $27,309,591,713

Common shares outstanding as of January 31, 2004: 1,471,196,309

     
    Part of Form 10-K
Documents incorporated by reference   incorporated into
Schering-Plough Corporation Proxy Statement for the Annual Meeting of Shareholders on April 27, 2004
  Part III

 

TABLE OF CONTENTS

Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Item 6. Exhibits and Reports on Form 8-K
DISTRIBUTION AGREEMENT
CERTIFICATION
CERTIFICATION

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Explanatory Note:
This amendment to Schering-Plough Corporation’s 2003 Form 10-K is being filed solely to include a new version of Exhibit 10(u). That Exhibit omits certain information for which Schering-Plough Corporation has requested confidential treatment by the SEC. No other portions of the 10-K are being amended.

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Item 15.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  (a) 3.   Exhibits — The following Exhibits are filed with this Amendment:
     
Exhibit Number   Description
10(u)
  Distribution Agreement between the Company and Centocor, Inc., dated April 3, 1998.*
 
    
31.1
  Sarbanes-Oxley Act of 2002, Section 302 Certification for Chairman of the Board, Chief Executive Officer and President
 
    
31.2
  Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President and Chief Financial Officer

*Note that information is omitted from Exhibit 10(u) pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
    Schering-Plough Corporation
(Registrant)
 
        
Date April 29, 2004
  By   /s/ Thomas H. Kelly
     
 
      Thomas H. Kelly
Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

     
By
  /s/ Fred Hassan
 
 
  Fred Hassan
Chairman of the Board, Chief Executive Officer
  and President
 
    
By
   /s/ Robert J. Bertolini
 
 
  Robert J. Bertolini
Executive Vice President and
  Chief Financial Officer
 
    
By
   /s/ Thomas H. Kelly
 
 
  Thomas H. Kelly
Vice President and Controller
  and Principal Accounting Officer
 
    
By
  *
 
 
  Hans W. Becherer
  Director
 
    
 
    
By
  *
 
 
  Philip Leder, M.D.
  Director
 
    
By
  *
 
 
  Eugene R. McGrath
  Director
 
    
     
By
  *
 
 
  Carl E. Mundy, Jr.
  Director
 
    
By
  *
 
 
  Richard de J. Osborne
  Director
 
    
By
  *
 
 
  Patricia F. Russo
  Director
 
    
By
  *
 
 
  Kathryn C. Turner
  Director
 
    
By
  *
 
 
  Robert F. W. van Oordt
  Director
 
    
By
  *
 
 
  Arthur F. Weinbach
  Director


             
*By:
  /s/ Thomas H. Kelly   Date:   April 29, 2004
 
 		      
 
  Thomas H. Kelly
Attorney-in-fact		        

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Exhibit Index

      The following Exhibits are filed with this Amendment:
     
10(u)
  Distribution Agreement between the Company and Centocor, Inc., dated April 3, 1998.*
 
    
31.1
  Sarbanes-Oxley Act of 2002, Section 302 Certification for Chairman of the Board, Chief Executive Officer and President
 
    
31.2
  Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President and Chief Financial Officer

*Note that information is omitted from Exhibit 10(u) pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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