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

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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^*

JOHNSON FRANKLIN P JR

(Last)

(First)

(Middle)

ONE AMGEN CENTER DRIVE

(Street)

THOUSAND OAKS

91320-1799

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2005

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	05/05/2005		J⁽¹⁾		8,000	A	$0	721,749	D
Common Stock	05/05/2005		G⁽²⁾	V	8,000	D	$0	713,749	D
Common Stock	05/05/2005		J⁽¹⁾		24,000	D	$0	576,000	I	By Partnership
Common Stock	05/05/2005		J⁽¹⁾		8,000	A	$0	8,000⁽³⁾	I	By Spouse
Common Stock	05/05/2005		G⁽²⁾	V	8,000	D	$0	0⁽³⁾	I	By Spouse
Common Stock	05/05/2005		G	V	40,000	D	$0	936,627	I	Revocable Trust
Common Stock	05/05/2005		G⁽²⁾		16,000	A	$0	952,627	I	Revocable Trust
CCPR								4⁽⁴⁾	I	By Partnership

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)

Explanation of Responses:

1. (FPJ-05/05-Dist.) On May 5, 2005, Asset Management Partners ("AMP") distributed shares of Amgen Common Stock to the partners of the partnership. Accordingly, 8,000 shares are now held directly by each of the reporting person and his spouse, and 8,000 shares were distributed to the other partners. AMP, of which the reporting person is the general partner, holds 576,000 shares of Amgen Common Stock. The reporting person disclaims beneficial ownership of the securities held by AMP, and the reporting herein of such securities shall not be construed as an admission that the reporting person is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange of 1934, as amended.

2. (FPJ 3.07.05) Shares are being transferred to the Johnson Revocable Trust dated June 25, 2003.

3. (FPJ/cj 05.05) The reporting person disclaims beneficial of the securities held by the reporting person's spouse and the reporting herein of such securities shall not be construed as an admission that the reporting person is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934.

4. (FPJ-CCPR) Contractual contingent payment rights arising from the purchase by Amgen Inc. of two Class A interests of Amgen Clinical Partners, L.P.

	/s/ Johnson Franklin P, Jr., One Amgen Center Drive, Thousand Oaks, CA 91320-1799	05/06/2005
	** 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).
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