SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCGLYNN MARGARET G

(Last)

(First)

(Middle)

MERCK & CO., INC.

ONE MERCK DRIVE

(Street)

WHITEHOUSE STATION

08889-0100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MERCK & CO INC [ (MRK) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, GV & ID

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Dividend Reinvestment	02/25/2008		M		3,541	A	$0.00	3,541	D
Common Stock - Dividend Reinvestment	02/25/2008		F		1,105	D	$46.07	2,436⁽¹⁾	D
Common Stock - Dividend Reinvestment	02/25/2008		M		27,000	A	$0.00	29,436	D
Common Stock - Dividend Reinvestment	02/25/2008		F		9,202	D	$46.07	20,234⁽¹⁾	D
Common Stock								7,000⁽²⁾	I	By Spouse
Common Stock - 401(k) Plan								6,741.0057⁽³⁾	I	By 401(k)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁴⁾	02/25/2008		A		3,542		⁽⁵⁾	⁽⁶⁾	Common Stock	3,542	$46.07	19,124.415⁽¹⁾	D
Restricted Stock Units 2005/02/25	⁽⁷⁾	02/25/2008		M			7,083	02/25/2008	02/25/2008	Common Stock	7,083	$46.07	0	D
RSU - Leader Shares 2005/02/25	⁽⁷⁾	02/25/2008		M			27,000	02/25/2008	02/25/2008	Common Stock	27,000	$46.07	0	D

Explanation of Responses:

1. Holdings include shares acquired in dividend reinvestment transactions.

2. Beneficial ownership as to these shares is disclaimed.

3. Includes shares acquired and dividends earned through January 2, 2008 in the Merck & Co., Inc. Employee Savings and Security Plan, a 401(k) plan.

4. 1-for-1

5. The Merck Deferral Program includes the right of redesignation to other investment measures within the Program (not applicable to deferral of restricted stock units).

6. Distributions of phantom stock are made in shares of Merck Common Stock, with cash payable for partial shares, in accordance with a distribution schedule elected by the reporting person. This distribution is subject to conditions and limitations of the Merck Deferral Program.

7. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.

Remarks:

	Debra A. Bollwage as Attorney-in-Fact for Margaret G. McGlynn	02/27/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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