Company Name: Merck & Co., Inc.
Public Availability Date: December 11, 2006

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]
November 17, 2006

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
100 F Street, N.E.
Washington, DC 20549

Re: Merck & Co., Inc. Shareholder Proposal from Howard Bicker, Executive Director, Minnesota State Board of Investment (the "Proponent")

Dear Ladies and Gentlemen:

Merck & Co., Inc. (the "Company") has received a shareholder's proposal (the "2007 Proposal") from the Proponent for inclusion in the Company's proxy materials for the 2007 Annual Meeting of Stockholders (the "Proxy Materials"). As fully explained below, I believe that the proposal is excludible from the Proxy Materials under rule 14a-8(i)(7) as relating to an evaluation of risk. Therefore, I respectfully request that the Division of Corporation Finance (the "Staff") indicate that it will not recommend enforcement action to the Securities and Exchange Commission ("SEC") if the Company omits the Proposal.

The Proposal is virtually identical to a proposal from the Proponent for the 2006 proxy materials (the "2006 Proposal"). The Staff agreed that there was a basis to exclude the 2006 Proposal under rule 14a-8(i)(7). Merck & Co., Inc. (January 11, 2006). Virtually identical proposals from the Proponent to other registrants were also excludible under rule 14a-8(i)(7) in Pfizer Inc. (January 13, 2006) and Eli Lilly and Company (January 11, 2006).

The 2007 Proposal requests that the Proxy Materials include the following proposed resolution:

Resolved:

Shareholders request the Board of Directors to prepare a report on the effects on the long-term economic stability of the company and on the risks of liability to legal claims that arise from the company's policy of limiting the availability of the company's products to Canadian wholesalers or pharmacies that allow purchase of its products by U.S. residents. The report should be prepared at reasonable cost and omitting proprietary information, by September 30, 2007.

The Proponent's supporting statement for the 2007 Proposal is attached as Appendix A.

Staff Legal Bulletin 14C (CF), dated June 28, 2005, provides clarification of the Staff's view of which proposals may be excluded under rule 14a-8(i)(7) as relating to an evaluation of risk.

To the extent that a proposal and supporting statement focus on the company engaging in an internal assessment of the risks or liabilities that the company faces as a result of its operations that may adversely affect the environment or the public's health, we concur with the company's view that there is a basis for it to exclude the proposal under rule 14a-8(i)(7) as relating to an evaluation of risk.

The 2007 Proposal explicitly relates to evaluation of risk and focuses solely on an internal assessment of risk facing the Company as a result of its operations. Consistent with Staff Legal Bulletin 14C (CF) and prior Staff opinions, the 2006 Proposal is excludible under rule 14a-8(i)(7).

Therefore, I respectfully request that the Staff not recommend any enforcement action if the Company omits the Proposal from its Proxy Materials. If the Staff believes that it will not be able to concur in our view that the Proposal may be omitted, we would very much appreciate the opportunity to discuss this issue in more detail with the appropriate persons before issuance of a formal response.

In accordance with Rule 14a-8(j)(2), we have enclosed six copies of this letter and six copies of the Proposal, including the statement in support thereof. An additional copy is included, which we ask that you use to acknowledge receipt of this submission by date stamping and returning to me in the enclosed self-addressed envelope.

By copy of this letter to him, the Company is notifying the Proponent of its intention to omit the Proposal from the Proxy Materials.

For the Staff's information, the Company anticipates beginning to print its proxy card on or about March 1, 2007.

If you have any questions regarding this matter or require further information, please contact me at (908) 423-5671.

Thank you for your time and consideration.

Very truly yours,

MERCK & CO., INC.

/s/

Bruce Ellis
Counsel
Employee Benefits & Executive Compensation

Enc.

CC: Howard Bicker Executive Director, Minnesota State Board of Investment

[STAFF REPLY LETTER]
December 11, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Merck & Co., Inc. Incoming letter dated November 17, 2006

The proposal requests the board to prepare a report on "the effects on the long-term economic stability of the company and on the risks of liability to legal claims" resulting from the company's policy of limiting the availability of the company's products to Canadian wholesalers or pharmacies that allow purchase of its products by U.S. residents.

There appears to be some basis for your view that Merck may exclude the proposal under rule 14a-8(i)(7), as relating to Merck's ordinary business operations (i.e., evaluation of risk). Accordingly, we will not recommend enforcement action to the Commission if Merck omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Derek B. Swanson Attorney-Adviser