EXHIBIT 10.14

                            FIRST AMENDMENT TO THE
                       AMGEN RETIREMENT AND SAVINGS PLAN
              AS AMENDED AND RESTATED EFFECTIVE OCTOBER 23, 2000


     The Amgen Retirement and Savings Plan as Amended and Restated Effective
October 23, 2000, (the "Plan") is hereby amended as follows:

  1. Effective December 14, 2000, Kinetix Pharmaceuticals, Inc. shall be a
     Participating Company for so long as Kinetix Pharmaceuticals, Inc. remains
     in existence, and Appendix A to the Plan is thereby amended to include
     Kinetix Pharmaceuticals, Inc.

  2. Effective midnight of January 1, 2001, the Kinetix Pharmaceuticals, Inc.
     401(k) Plan shall be merged into the Plan to coincide with the upstream
     merger of Kinetix Pharmaceuticals, Inc. into the Company. The merged Plan
     will conform to the terms of the Plan. Thereafter, Kinetix Pharmaceuticals,
     Inc. shall no longer be a Participating Company and Appendix A to the Plan
     is thereby amended to delete Kinetix Pharmaceuticals, Inc.

  3. Effective June 1, 2001, annuities will be eliminated as a form of
     distribution. This effective date is at least 90 days following the date on
     which notice will be provided to Plan participants of the elimination. As
     such:

        a.  Section 2.41 is deleted in its entirety.

        b.  Section 2.47 is deleted in its entirety.

        c.  Section 8.3 (a) restated in its entirety to read:

               Except as provided in Sections 8.5, 8.8 and 8.10, and unless a
               Participant elects otherwise, the distribution of a Participant's
               Plan Benefit under Section 8.6 shall occur or commence not later
               than sixty (60) days after the close of the Plan Year in which
               occurs the later of (i) the Participant's attainment of Normal
               Retirement Age or (ii) the Participant's termination of
               employment.  If distribution of a Participant's Plan Benefit has
               not yet occurred, on or about nine (9) months before the
               Participant's Normal Retirement Date, the Company shall furnish
               the Participant with a written explanation of the terms,
               conditions and forms of distributions available from the Plan
               with a description of the procedures for electing a form of
               distribution.

        d.  Section 8.6 (a) is restated to read:

               A Participant's Plan Benefit shall be distributed in any of the
               following forms that he or she elects:

        e.  Sections 8.6 (a) (5) is deleted in its entirety.


        f.  Section 8.7 is deleted in its entirety.

        g.  Section 8.8 is restated in its entirety to read:

               Time of Distribution of Death Benefit.  If a Participant dies
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               before receiving his or her Plan Benefit, then the Participant's
               Beneficiary shall be entitled to receive the Plan Benefit
               pursuant to this Section 8.8.  (Section 8.12 provides that the
               surviving spouse of a married Participant shall be his or her
               Beneficiary, unless the Participant, with the spouse's consent,
               has otherwise elected prior to his or her death.)  The
               Participant's Plan Benefit shall be distributed to the
               Participant's Beneficiary no later than 12 months after the
               Participant's death.

        h.  Section 8.9 is deleted in its entirety.

        i.  Section 8.13 is restated in its entirety to read:

               Spousal Consent Needed to Name a Nonspouse Beneficiary.  Any
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               other provision of the Plan notwithstanding, in the case of a
               married Participant, any designation of a person other than his
               or her spouse as Beneficiary shall be effective only if the
               spouse consents in writing to the designation.  The spouse's
               consent shall be witnessed by a notary public or, if permitted by
               the Company, by a representative of the Plan.  A consent to a
               designation of a particular Beneficiary, once given by the
               spouse, shall not be revocable by that spouse.  The designation
               of a particular Beneficiary may not be changed without further
               spousal consent (unless the consent or a prior consent expressly
               permits designations by the Participant without any requirement
               of further consent by the spouse).  The spouse's consent shall
               not be required if the Participant establishes to the Company's
               satisfaction that the spouse's consent cannot be obtained because
               the spouse cannot be located or because of other reasons deemed
               acceptable under applicable regulations.  The Company may require
               such evidence of the right of any person to receive payment under
               this Section as the Company may deem advisable.  The Company's
               determination of the right under this Section of any person to
               receive payment shall be conclusive.

To record this First Amendment to the Plan as set forth herein, the Company has
caused its authorized officer to execute this document this 26th day of
February, 2001.


                                   AMGEN INC.


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

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