SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schechter Adam H

(Last)

(First)

(Middle)

MERCK & CO INC, ONE MERCK DRIVE

P O BOX 100

(Street)

WHITEHOUSE STATION

08889-0100

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2010

3. Issuer Name and Ticker or Trading Symbol
Merck & Co. Inc. [ MRK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Pres-Global Human Health

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock - 401(k) Plan	9,803.676⁽¹⁾	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽²⁾	⁽³⁾	Common Stock	2,333.445⁽⁴⁾	⁽⁵⁾	D
Restricted Stock Unit	02/28/2011	02/28/2011	Common Stock	9,375	⁽⁶⁾	D
Restricted Stock Unit	04/24/2012	04/24/2012	Common Stock	11,475	⁽⁶⁾	D
Restricted Stock Unit	02/19/2013	02/19/2013	Common Stock	10,670	⁽⁶⁾	D
RSU - Leader Shares	11/13/2010	11/13/2010	Common Stock	4,500	⁽⁶⁾	D
Stock Option (right to buy)	04/24/2010⁽⁷⁾	04/23/2019	Common Stock	61,200	23.45	D
Stock Option (right to buy)	11/01/2006⁽⁸⁾	10/31/2015	Common Stock	5,000	28.42	D
Stock Option (right to buy)	02/25/2006⁽⁹⁾	02/24/2015	Common Stock	5,000	31.84	D
Stock Option (right to buy)	02/01/2007⁽¹⁰⁾	01/31/2016	Common Stock	5,000	34.47	D
Stock Option (right to buy)	03/03/2007⁽¹¹⁾	03/02/2016	Common Stock	19,200	35.09	D
Stock Option (right to buy)	03/02/2008⁽¹²⁾	03/01/2017	Common Stock	50,000	44.19	D
Stock Option (right to buy)	02/28/2009⁽¹³⁾	02/28/2018	Common Stock	50,000	44.3	D
Stock Option (right to buy)	08/02/2005⁽¹⁴⁾	08/01/2014	Common Stock	3,000	45.41	D
Stock Option (right to buy)	08/01/2003⁽¹⁵⁾	07/31/2012	Common Stock	5,275	45.98	D
Stock Option (right to buy)	05/03/2005⁽¹⁶⁾	05/02/2014	Common Stock	2,500	47.39	D
Stock Option (right to buy)	02/27/2005⁽¹⁷⁾	02/26/2014	Common Stock	12,500	48.24	D
Stock Option (right to buy)	02/28/2004⁽¹⁸⁾	02/27/2013	Common Stock	26,375	49.96	D
Stock Option (right to buy)	05/01/2003⁽¹⁹⁾	04/30/2012	Common Stock	3,692	51.91	D
Stock Option (right to buy)	02/03/2004⁽²⁰⁾	02/02/2013	Common Stock	3,165	52.88	D
Stock Option (right to buy)	02/01/2003⁽²¹⁾	01/31/2012	Common Stock	3,165	56.18	D
Stock Option (right to buy)	03/01/2003⁽²²⁾	02/29/2012	Common Stock	15,825	58.91	D
Stock Option (right to buy)	07/26/2005	07/25/2010	Common Stock	3,165	66.35	D
Stock Option (right to buy)	03/02/2006	03/01/2011	Common Stock	12,660	75.76	D

Explanation of Responses:

1. Includes shares acquired and dividends earned through April 7, 2010 in the Merck Sharp & Dohme Corp. Employee Savings and Security Plan, a 401(k) plan.

2. The Merck Sharp & Dohme Corp. Deferral Program includes the right of redesignation to other investment measures within the Program.

3. 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 Sharp & Dohme Corp. Deferral Program.

4. Holdings include shares acquired in dividend reinvestment transactions.

5. 1-for-1

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

7. The option vests in three equal annual installments beginning April 24, 2010.

8. The option vests in three equal annual installments beginning November 1, 2006.

9. The option vests in three equal annual installments beginning February 25, 2006.

10. The option vests in three equal annual installments beginning February 1, 2007.

11. The option vests in three equal annual installments beginning March 3, 2007.

12. The option vests in three equal annual installments beginning March 2, 2008.

13. The option vests in three equal annual installments beginning February 28, 2009.

14. The option vests in three equal annual installments beginning August 2, 2005.

15. The option vests in three equal annual installments beginning August 1, 2003.

16. The option vests in three equal annual installments beginning May 3, 2005.

17. The option vests in three equal annual installments beginning February 27, 2005.

18. The option vests in three equal annual installments beginning February 28, 2004.

19. The option vests in three equal annual installments beginning May 1, 2003.

20. The option vests in three equal annual installments beginning February 3, 2004.

21. The option vests in three equal annual installments beginning February 1, 2003.

22. The option vests in three equal annual installments beginning March 1, 2003.

Remarks:

schechterpoa.TXT

	Debra A. Bollwage as Attorney-in-Fact for Adam H. Schechter	05/06/2010
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.