Form 4 Merck & Co. Inc. For: Nov 03 Filed by: TATLOCK ANNE M (10K)

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, 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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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^*

TATLOCK ANNE M

(Last)

(First)

(Middle)

MERCK & CO., INC., ONE MERCK DRIVE

(Street)

WHITEHOUSE STATION

08889

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009

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	11/03/2009		A		400	A	$ 0 ⁽¹⁾	400	D
Common Stock	11/03/2009		A		695.9613	A	$ 0 ⁽¹⁾	695.9613	I	By Spouse

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

$ 0 ⁽²⁾

11/03/2009

30,089.5897

⁽²⁾

Common Stock

30,089.5897

$ 0

30,089.5897

Stock Option (right to buy)

$ 51.6024

11/03/2009

5,275

04/26/2003

04/25/2012

Common Stock

5,275

$ 0 ⁽³⁾

5,275

Stock Option (right to buy)

$ 53.8394

11/03/2009

5,275

04/28/2004

04/27/2013

Common Stock

5,275

$ 0 ⁽³⁾

5,275

Stock Option (right to buy)

$ 65.8774

11/03/2009

5,275

04/28/2005

04/27/2010

Common Stock

5,275

$ 0 ⁽⁴⁾

5,275

Stock Option (right to buy)

$ 47.23

11/03/2009

5,000

04/30/2005

04/29/2014

Common Stock

5,000

$ 0 ⁽³⁾

5,000

Stock Option (right to buy)

$ 71.304

11/03/2009

5,275

04/27/2006

04/26/2011

Common Stock

5,275

$ 0 ⁽⁴⁾

5,275

Stock Option (right to buy)

$ 33.83

11/03/2009

5,000

04/29/2006

04/28/2015

Common Stock

5,000

$ 0 ⁽³⁾

5,000

Stock Option (right to buy)

$ 34.44

11/03/2009

5,000

04/28/2007

04/27/2016

Common Stock

5,000

$ 0 ⁽³⁾

5,000

Stock Option (right to buy)

$ 51.86

11/03/2009

5,000

04/27/2008

04/26/2017

Common Stock

5,000

$ 0 ⁽³⁾

5,000

Stock Option (right to buy)

$ 38.04

11/03/2009

5,000

04/30/2009

04/29/2018

Common Stock

5,000

$ 0 ⁽³⁾

5,000

Stock Option (right to buy)

$ 24.3

11/03/2009

5,000

05/01/2010

04/30/2019

Common Stock

5,000

$ 0 ⁽³⁾

5,000

Explanation of Responses:

1. Received in exchange for an equivalent number of shares of Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.) ("MSD") common stock in connection with the completion of transactions contemplated by the Agreement and Plan of Merger by and among, inter alia, MSD and Merck & Co., Inc. (formerly Schering-Plough Corporation) (the "Transactions").

2. Each share of phantom stock is the economic equivalent of one share of Merck & Co., Inc. Common Stock, pursuant to the Plan for Deferred Payment of Directors Compensation, and was exchanged for an equal number of shares of phantom stock of MSD in connection with the Transactions.

3. This option, which vests in three equal annual installments beginning one year from date of grant, was assumed in the Transaction and continued on the same terms and conditions for an option to purchase an equivalent number of shares of MSD common stock at the same exercise price as applied prior to the merger.

4. This option, which vesting on the exercisable date, was assumed in the Transaction and continued on the same terms and conditions for an option to purchase an equivalent number of shares of MSD common stock at the same exercise price as applied prior to the merger.

	Debra A. Bollwage as Attorney-in-Fact for Anne M. Tatlock	11/05/2009
	** 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.
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.

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