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^*

FENTON DENNIS M

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ex. VP Ops & Corp. Compliance

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2004

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	07/27/2004		M		2	A	$38.36	2	D
Common Stock	07/27/2004		M		3,284	A	$30.4375	3,286	D
Common Stock	07/27/2004		G⁽¹⁾	V	3,286	D	$0	0	D
Common Stock	07/27/2004		M		30,000	A	$16.375	162,595⁽²⁾	I	By Family Trust
Common Stock	07/27/2004		G⁽¹⁾	V	3,286	A	$0	165,881⁽²⁾	I	By Family Trust
Common Stock	07/27/2004		S		30,000	D	$56.11	135,881⁽²⁾	I	By Family Trust
Common Stock	07/27/2004		G	V	26,829	D	$0	109,052⁽²⁾	I	By Family Trust

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)
ISO (Right to Buy)	$30.4375	07/27/2004		M			3,284	07/01/2004	07/01/2006	Common Stock	3,284	$0	0	D
ISO (Right to Buy)	$38.36	07/27/2004		M			2	07/01/2003⁽³⁾	07/01/2009	Common Stock	2	$0	2,607	D
NQSD (Right to Buy)	$16.375	07/27/2004		M			30,000	07/01/1999	07/01/2005	Common Stock	30,000	$0	132,896	I	By Family Trust

Explanation of Responses:

1. (DMF 7.27.04) Transfer of shares into the Family Trust.

2. (DMF 11/03) Does not include 1,000 shares indirectly held by the Irrevocable Trust.

3. (DMF 7.27.04) The option becomes exercizable as follows: 1 share on July 1, 2005; and 2,606 shares on July 1, 2007.

	/s/ Fenton Dennis M	07/27/2004
	** 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.
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