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 * KELLOGG PETER N   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. & C.F.O (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

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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

(1)

11/03/2009

D

80,000

11/13/2010(1)

11/13/2013(1)

Common Stock

80,000

$ 0

0

D

Restricted Stock Unit

(2)

11/03/2009

D

11,700

02/28/2011(2)

02/28/2011(2)

Common Stock

11,700

$ 0

0

D

Restricted Stock Unit

(2)

11/03/2009

D

17,550

04/24/2012(2)

04/24/2012(2)

Common Stock

17,550

$ 0

0

D

Stock Option (right to buy)

$ 57.49

11/03/2009

D

175,000

11/13/2008(3)

11/12/2017

Common Stock

175,000

$ 0 (3)

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

93,600

04/24/2010(4)

04/23/2019

Common Stock

93,600

$ 0 (4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KELLOGG PETER N ONE MERCK DRIVE WHITEHOUSE STATION, NJ 08889-0100			Exec. V.P. & C.F.O

Signatures

/s/ Debra A. Bollwage as Attorney-in-Fact for Peter N. Kellogg		04/11/2009
**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)	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. 40,000 restricted stock units will vest on November 13, 2010 and 40,000 restricted stock units will vest on November 13, 2013.
(2)	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.
(3)	This option to purchase shares of Old Merck common stock, which vesting in five equal annual installments beginning November 13, 2008, was assumed by the Surviving Corporation in the Transactions and continued on the same terms and conditions as an option to purchase an equivalent number of shares of Surviving Corporation Common Stock at the same exercise price 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 on 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 equivalent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions.

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