EXHIBIT 3.4

                           CERTIFICATE OF AMENDMENT
                                      OF
                          CERTIFICATE OF DESIGNATIONS
                                      OF
                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                      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, pursuant to the authority granted to and vested in the
Board of Directors in accordance with the provisions of its Restated Certificate
of Incorporation, as amended, and Section 1 of the Certificate of Designations
of Series A Junior Participating Preferred Stock of the Corporation, as amended
(the "Certificate of Designations"), resolutions were duly adopted by the Board
of Directors of the Corporation approving an amendment to the Certificate of
Designations increasing the number of shares designated as Series A Junior
Participating Preferred Stock from 1,500,000 to 2,750,000 shares. Pursuant to
those resolutions, the Certificate of Designations is hereby amended by striking
the first sentence following "Section 1. Designation and Amount." and
substituting in lieu thereof a new sentence as follows:

               "Section 1. Designation and Amount. The shares of such
          series shall be designated as "Series A Junior Participating
          Preferred Stock" (the "Series A Preferred Stock") and the
          number of shares constituting the Series A Preferred Stock
          shall be 2,750,000."


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

          IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Designations 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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