EXHIBIT 3.3

                           CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                                  AMGEN INC.

          Amgen Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

          FIRST:  That a resolution was duly adopted by the Board of Directors
of the Corporation setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation, as amended, and declaring said
amendment to be advisable and recommended for approval by the stockholders of
the Corporation. The resolution setting forth the proposed amendment states that
the first paragraph of the Fourth Article of the Restated Certificate of
Incorporation of the Corporation, as amended, be, and it hereby is, amended to
read in full as follows:

               "FOURTH: This corporation is authorized to issue two
          (2) classes of stock to be designated, respectively,
          "Preferred Stock" and "Common Stock." The total number of
          shares which this corporation is authorized to issue is Two
          Billion Seven Hundred and Fifty-Five Million (2,755,000,000)
          shares, of which Five Million (5,000,000) shares shall be
          Preferred Stock and Two Billion Seven Hundred and Fifty
          Million (2,750,000,000) shares shall be Common Stock, all
          with a par value of $.0001."

          SECOND: That, thereafter, pursuant to a resolution of the Board of
Directors, the officers of the Corporation solicited the vote of the
stockholders thereof at the Annual


Meeting of Stockholders in favor of the amendment, and the stockholders of the
Corporation approved the amendment by a majority of the outstanding stock
entitled to vote thereon.

          THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

          FOURTH: That the capital of said corporation shall not be reduced
under or by reason of said amendment.

          IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Amendment to be signed by Steven M. Odre, its Senior Vice President, General
Counsel and Secretary, this 11th day of May, 2000.

                                        /s/ Steven M. Odre
                                        -------------------------------------
                                        Steven M. Odre, Senior Vice President,
                                        General Counsel and Secretary

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