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^*

BARER SOL J

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [ CELG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2005

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	09/07/2005		M		25,000	A	$8.825	307,312	D
Common Stock	09/07/2005		F		13,833⁽¹⁾	D	$52.7	293,479	D
Common Stock	09/07/2005		M		25,000	A	$8.865	318,479	D
Common Stock	09/07/2005		F		13,843⁽²⁾	D	$52.7	304,636	D
Common Stock	09/07/2005		M		25,000	A	$10.805	329,636	D
Common Stock	09/07/2005		F		14,337⁽³⁾	D	$52.7	315,299	D
Common Stock	09/07/2005		M		91,960	A	$12.4375	407,259	D
Common Stock	09/07/2005		F		54,267⁽⁴⁾	D	$52.7	352,992	D
Common Stock	09/07/2005		M		92,638	A	$13.58	445,630	D
Common Stock	09/07/2005		F		55,744⁽⁵⁾	D	$52.7	389,886	D
Common Stock	09/07/2005		M		31,902	A	$16.81	421,788	D
Common Stock	09/07/2005		F		20,245⁽⁶⁾	D	$52.7	401,543	D
Common Stock	09/07/2005		J⁽⁹⁾		0⁽⁹⁾	D	⁽⁹⁾	250,000⁽⁷⁾	I	By spouse

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)
Employee Stock Option (right to buy)	$8.825	09/07/2005		M			25,000	⁽⁸⁾	06/18/2012	Common Stock	25,000	$0	0	D
Employee Stock Option (right to buy)	$52.7	09/07/2005		A		13,833		03/07/2006	06/18/2012	Common Stock	13,833	$0	13,833	D
Employee Stock Option (right to buy)	$8.865	09/07/2005		M			25,000	⁽⁸⁾	10/22/2012	Common Stock	25,000	$0	0	D
Employee Stock Option (right to buy)	$52.7	09/07/2005		A		13,843		03/07/2006	10/22/2012	Common Stock	13,843	$0	13,843	D
Employee Stock Option (right to buy)	$10.805	09/07/2005		M			25,000	⁽⁸⁾	12/31/2012	Common Stock	25,000	$0	0	D
Employee Stock Option (right to buy)	$52.7	09/07/2005		A		14,337		03/07/2006	12/31/2012	Common Stock	14,337	$0	14,337	D
Employee Stock Option (right to buy)	$12.4375	09/07/2005		M			91,960	⁽⁸⁾	01/17/2011	Common Stock	91,960	$0	0	D
Employee Stock Option (right to buy)	$52.7	09/07/2005		A		54,267		03/07/2006	01/17/2011	Common Stock	54,267	$0	54,267	D
Employee Stock Option (right to buy)	$13.58	09/07/2005		M			92,638	⁽⁸⁾	01/25/2012	Common Stock	92,638	$0	0	D
Employee Stock Option (right to buy)	$52.7	09/07/2005		A		55,744		03/07/2006	01/25/2012	Common Stock	55,744	$0	55,744	D
Employee Stock Option (right to buy)	$16.81	09/07/2005		M			31,902	⁽⁸⁾	06/10/2013	Common Stock	31,902	$0	23,098	D
Employee Stock Option (right to buy)	$52.7	09/07/2005		A		20,245		03/07/2006	06/10/2013	Common Stock	20,245	$0	20,245	D

Explanation of Responses:

1. This transaction reflects the exercise of options resultinig in the acquisition of 11,167 shares. No shares were sold in the open market.

2. This transaction reflects the exercise of options resulting in the acquistion of 11,157 shares. No shares were sold in the open market.

3. This transaction reflects the exercise of options resulting in the acquistion of 10,663 shares. No shares were sold in the open market.

4. This transaction reflects the exercise of options resulting in the acquisition of 37,693 shares. No shares were sold in the open market.

5. This transaction reflects the exercise of options resulting in the acquistition of 36,894 shares. No shares were sold in the open market.

6. The transaction reflects the exercise of options resulting in the acquisition of 11,657 shares. No shares were sold in the market.

7. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an omission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

8. Grant was fully exercisable.

9. This row solely used to report indirect ownership of shares previously acquired.

Remarks:

	/s/ Robert J. Hugin, Attorney-in-Fact	09/08/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.