Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Deese Willie A
   2. Issuer Name and Ticker or Trading Symbol
MERCK SHARP & DOHME CORP. [MRK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. V-P and Pres., MMD
(Last)
(First)
(Middle)
ONE MERCK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009
(Street)

WHITEHOUSE STATION, NJ 08889-0100		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2009   D   41,760.5666 D $ 0 (1) 0 D  
Common Stock - 401(k) Plan 11/03/2009   J   570.4009 D $ 0 (2) 0 I By 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (3) 11/03/2009   D     7,650 03/02/2010(3) 03/02/2010(3) Common Stock 7,650 $ 0 0 D  
Restricted Stock Unit (3) 11/03/2009   D     11,700 02/28/2011(3) 02/28/2011(3) Common Stock 11,700 $ 0 0 D  
RSU - Leader Shares (3) 11/03/2009   D     10,000 03/02/2010(3) 03/02/2010(3) Common Stock 10,000 $ 0 0 D  
Stock Option (right to buy) $ 47.79 11/03/2009   D     30,000 02/02/2005(4) 02/01/2014 Common Stock 30,000 $ 0 (4) 0 D  
Stock Option (right to buy) $ 48.24 11/03/2009   D     20,000 02/27/2005(4) 02/26/2014 Common Stock 20,000 $ 0 (4) 0 D  
Stock Option (right to buy) $ 31.84 11/03/2009   D     13,334 02/25/2006(4) 02/24/2015 Common Stock 13,334 $ 0 (4) 0 D  
Stock Option (right to buy) $ 35.09 11/03/2009   D     40,800 03/03/2007(4) 03/02/2016 Common Stock 40,800 $ 0 (4) 0 D  
Stock Option (right to buy) $ 44.19 11/03/2009   D     40,800 03/02/2008(4) 03/01/2017 Common Stock 40,800 $ 0 (4) 0 D  
Stock Option (right to buy) $ 44.3 11/03/2009   D     62,400 02/28/2009(4) 02/28/2018 Common Stock 62,400 $ 0 (4) 0 D  
Stock Option (right to buy) $ 23.45 11/03/2009   D     127,400 04/24/2010(4) 04/23/2019 Common Stock 127,400 $ 0 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Deese Willie A
ONE MERCK DRIVE
WHITEHOUSE STATION, NJ 08889-0100		       Exec. V-P and Pres., MMD  

Signatures

 /s/ Debra A. Bollwage as Attorney-in-Fact for Willie A. Deese   11/04/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of upon the completion of and pursuant to the transactions contemplated by the Agreement and Plan of Merger with, inter alia, Schering-Plough Corporation (the "Transactions") under which Schering-Plough Corporation (renamed as Merck & Co., Inc.) survives (the "Surviving Corporation") and becomes the sole shareholder of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) ("Old Merck"). Such shares of Old Merck common stock are being exchanged pursuant to the Transactions for an equilavent amount of whole and fractional shares of Surviving Corporation common stock. On the effective date of the Transactions, the closing price of Old Merck common stock was $30.67 per share and the closing price of Schering-Plough Corporation common stock was $28.15 per share.
(2) Shares of Old Merck common stock acquired under the 401(k) plan will be exchanged for an equivalent number of shares of Surviving Corporation common stock as part of the Transactions.
(3) Each restricted stock unit represents a contingent right to receive one share of Old Merck common stock and was (i) assumed by the Surviving Corporation in the Transactions and (ii) converted into a restricted stock unit representing a contingent right to receive one share of Surviving Corporation Common Stock on the same vesting schedule as applied prior to the Transactions.
(4) This option to purchase shares of Old Merck common stock, which vesting in three equal annual installments beginning one year from date of grant, was assumed by the Surviving Corporation in the Transactions and continued on the same terms and conditions as an option to purchase an equilavent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions.

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