Exhibit 10.1


                              AMENDMENT NUMBER ONE
                                     TO THE
                CELGENE CORPORATION 1992 LONG-TERM INCENTIVE PLAN

         WHEREAS, the Celgene Corporation (the "Company") maintains the Celgene
Corporation 1992 Long-Term Incentive Plan, as amended (the "Plan");

         WHEREAS, pursuant to Article 11 of the Plan, the Board of Directors of
the Company (the "Board") may at any time, and from time to time, amend, in
whole or in part, any or all of the provisions of the Plan; and

         WHEREAS, the Board desires to amend the Plan, effective as of June 22,
1999.

         NOW, THEREFORE, pursuant to Article 11 of the Plan, the Plan is hereby
amended, effective as of June 22, 1999, as follows:

         1. Section 16(c) of the Plan is amended by the addition of the
following language at the end thereof:

            "Notwithstanding the foregoing, the Committee may determine at the
            time of grant or thereafter that a non-qualified stock option that
            is otherwise not transferable pursuant to this Section 16(c) is
            transferable to a "family member" in whole or in part and in such
            circumstances, and under such conditions, as specified by the
            Committee. A non-qualified stock option that is transferred to a
            family member pursuant to the preceding sentence may not be
            subsequently transferred to such a family member. For purposes
            hereof, a "family member" shall mean any child, stepchild,
            grandchild, parent, stepparent, grandparent, spouse, former spouse,
            sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
            daughter-in-law, brother-in-law, or sister-in-law, including
            adoptive relationships, any person sharing the employee's household
            (other than a tenant or employee), a trust in which these persons
            have more than 50% of the beneficial interest, a foundation in which
            these persons (or the employee) control the management of assets,
            and any other entity in which these persons (or the employee) own
            more than 50% of the voting interests."