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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1. Name and Address of Reporting Person * BERTOLINI ROBERT J   2. Issuer Name and Ticker or Trading Symbol Merck & Co. Inc. [SGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 2000 GALLOPING HILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/03/2009 (Street) KENILWORTH, NJ 07033 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 Shares 11/03/2009   D   104,616 D (1) 0 D   Common Shares 11/03/2009   D   6,099.41 D (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
Option (right to buy)	$ 19.23	11/03/2009		D			240,000	(3)	05/18/2013	Common Shares	240,000	(4)	0	D
Option (right to buy)	$ 15.87	11/03/2009		D			350,000	(3)	11/16/2013	Common Shares	350,000	(4)	0	D
Option (right to buy)	$ 18.2	11/03/2009		D			250,000	(3)	02/22/2014	Common Shares	250,000	(4)	0	D
Option (right to buy)	$ 31.57	11/03/2009		D			345,000	(3)	04/30/2014	Common Shares	345,000	(4)	0	D
Option (right to buy)	$ 20.7	11/03/2009		D			250,000	(3)	04/24/2015	Common Shares	250,000	(4)	0	D
Option (right to buy)	$ 18.85	11/03/2009		D			260,000	(3)	04/30/2015	Common Shares	260,000	(4)	0	D
Option (right to buy)	$ 22.91	11/03/2009		D			264,600	(3)	04/30/2016	Common Shares	264,600	(4)	0	D
Phantom Stock Unit	(5)	11/03/2009		D			65,587.15	(6)	(6)	Common Shares	65,587.15	(6)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERTOLINI ROBERT J 2000 GALLOPING HILL ROAD KENILWORTH, NJ 07033			Executive Vice President

Signatures

/s/ Michael Pressman attorney-in-fact for Robert J. Bertolini		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)	Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Merck & Co., Inc. ("Merger"), upon closing of the Merger, each common share of the Issuer was converted into 0.5767 shares of Merck & Co., Inc. common stock and $10.50 in cash.
(2)	In connection with the Merger, each share held in the Issuer's stock fund of the Issuer's 401(k) plan was converted into 0.5767 shares of Merck & Co., Inc. common stock and $10.50 in cash. Both the shares and cash will remain in the plan until such time as the reporting person elects a distribution therefrom.
(3)	The options vested and became exercisable on varying dates pursuant to the terms of the plans under which they were granted. Options that had not vested prior to the Merger, vested upon the closing of the Merger or the reporting person's termination of employment thereafter.
(4)	Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Merck & Co., Inc. in accordance with the exchange ratio set forth in the Merger Agreement.
(5)	Each unit of phantom stock is the economic equivalent of one share of common stock.
(6)	In connection with the Merger, each unit of phantom stock was converted into 0.5767 phantom shares of Merck & Co., Inc. common stock and $10.50 in cash. The cash value of the phantom stock units will be paid to the reporting person in accordance with the reporting person's distribution election under the Issuer's nonqualified deferred compensation plan.

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