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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HUGIN ROBERT J

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [ CELG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2005

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	09/02/2005		M		17,500	A	$8.825	250,760⁽¹²⁾	D
Common Stock	09/02/2005		F		9,724⁽¹⁾	D	$51.35	241,036⁽¹²⁾	D
Common Stock	09/02/2005		M		17,500	A	$8.865	258,536⁽¹²⁾	D
Common Stock	09/02/2005		F		9,732⁽²⁾	D	$51.35	248,804⁽¹²⁾	D
Common Stock	09/02/2005		M		17,500	A	$10.805	266,304⁽¹²⁾	D
Common Stock	09/02/2005		F		10,086⁽³⁾	D	$51.35	256,218⁽¹²⁾	D
Common Stock	09/02/2005		M		61,960	A	$12.4375	318,178⁽¹²⁾	D
Common Stock	09/02/2005		F		36,769⁽⁴⁾	D	$51.35	281,409⁽¹²⁾	D
Common Stock	09/02/2005		M		62,638	A	$13.58	344,047⁽¹²⁾	D
Common Stock	09/02/2005		F		37,919⁽⁵⁾	D	$51.35	306,128⁽¹²⁾	D
Common Stock	09/02/2005		M		37,500	A	$16.81	343,628⁽¹²⁾	D
Common Stock	09/02/2005		F		23,967⁽⁶⁾	D	$51.35	319,661⁽¹²⁾	D
Common Stock	09/02/2005		M		144,052	A	$16.81	463,713⁽¹²⁾	D
Common Stock	09/02/2005		F		92,067⁽⁷⁾	D	$51.35	371,646⁽¹²⁾	D
Common Stock	09/02/2005		M		18,650	A	$22.25	390,296⁽¹²⁾	D
Common Stock	09/02/2005		F		12,979⁽⁸⁾	D	$51.35	377,317⁽¹²⁾	D
Common Stock	09/02/2005		M		49,998	A	$8.825	427,315⁽¹²⁾	D
Common Stock	09/02/2005		M		2	A	$8.825	427,317⁽¹²⁾	D
Common Stock								2,400⁽⁹⁾	I	by children

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)
Employee Stock Option (right to buy)	$8.825	09/02/2005		M			17,500	⁽¹⁰⁾	06/18/2012	Common Stock	17,500	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		9,724		03/02/2006	06/18/2012	Common Stock	9,724	$0	9,724	D
Employee Stock Option (right to buy)	$8.865	09/02/2005		M			17,500	⁽¹⁰⁾	10/22/2012	Common Stock	17,500	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		9,732		03/02/2006	10/22/2012	Common Stock	9,732	$0	9,732	D
Employee Stock Option (right to buy)	$10.805	09/02/2005		M			17,500	⁽¹⁰⁾	12/31/2012	Common Stock	17,500	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		10,086		03/02/2006	12/31/2012	Common Stock	10,086	$0	10,086	D
Employee Stock Option (right to buy)	$12.4375	09/02/2005		M			61,960	⁽¹⁰⁾	01/17/2011	Common Stock	61,960	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		36,769		03/02/2006	01/17/2011	Common Stock	36,769	$0	36,769	D
Employee Stock Option (right to buy)	$13.58	09/02/2005		M			62,638	⁽¹⁰⁾	01/25/2012	Common Stock	62,638	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		37,919		03/02/2006	01/25/2012	Common Stock	37,919	$0	37,919	D
Employee Stock Option (right to buy)	$16.81	09/02/2005		M			37,500	⁽¹⁰⁾	06/10/2013	Common Stock	37,500	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		23,967		03/02/2006	06/10/2013	Common Stock	23,967	$0	23,967	D
Employee Stock Option (right to buy)	$16.81	09/02/2005		M			144,052	⁽¹⁰⁾	06/10/2013	Common Stock	144,052	$0	0	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		92,067		03/02/2006	06/10/2013	Common Stock	92,067	$0	92,067	D
Employee Stock Option (right to buy)	$22.25	09/02/2005		M			18,650	⁽¹¹⁾	01/21/2014	Common Stock	18,650	$0	34,682	D
Employee Stock Option (right to buy)	$51.35	09/02/2005		A		12,979		03/02/2006	01/21/2014	Common Stock	12,979	$0	12,979	D
Employee Stock Option (right to buy)	$8.825	09/02/2005		M			49,998⁽¹²⁾	⁽¹⁰⁾	09/07/2005	Common Stock	49,998⁽¹²⁾	$0	0	D
Employee Stock Option (right to buy)	$8.825	09/02/2005		M			2⁽¹²⁾	⁽¹⁰⁾	09/07/2005	Common Stock	2⁽¹²⁾	$0	0	D

Explanation of Responses:

1. This transaction reflects the exercise of options resulting in the acquisition of 7,776 shares. No shares were sold in the open market

2. This transaction reflects the exercise of options resulting in the acquisition of 7,768 shares. No shares were sold in the open market

3. This transaction reflects the exercise of options resulting in the acquisition of 7,414 shares. No shares were sold in the open market.

4. This transaction reflects the exercise of options resulting in the acquisition of 25,191 shares. No shares were sold in the open market.

5. This transaction reflects the exercise of options resulting in the acquisition of 24,719 shares. No shares were sold in the open market.

6. This transaction reflects the exercise of options resulting in the acquisition of 13,533 shares. No shares were sold in the open market

7. This transaction reflects the exercise of options resulting in the acquisition of 51,985 shares. No shares were sold in the open market.

8. This transaction reflects the exercise of options resulting in the acquisition of 5,671 shares. No shares were sold in the open market.

9. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

10. Grant was fully exercisable

11. 22,174 shares remain unvested and will vest on 1/21/2006.

12. This filing (i) corrects a miscalculation of securities beneficially owned following each of the reported transactions, and (ii) adds two additional transactions.

	/s/ Robert J. Hugin	09/06/2005
	** 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.