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                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON D.C. 20549
                              FORM 10-K
(Mark One)
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
          OR
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 0-12477
                             AMGEN INC.
       (Exact name of registrant as specified in its charter)
        Delaware                                       95-3540776
 (State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

1840 Dehavilland Drive, Thousand Oaks, California          91320-1789
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including  area code:     805-447-1000

     Securities registered pursuant to Section 12(g) of the Act:
   Common stock, $.0001 par value, Common shares purchase rights,
                Contractual contingent payment rights
                          (Title of class)

Indicate by  check mark  whether the  registrant  (1) has  filed  all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of  1934 during the  preceding 12 months   (or for  such
shorter  period  that  the  registrant  was  required  to  file  such
reports), and (2) has  been subject to  such filing requirements  for
the past 90 days.        Yes  X  No   
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is  not contained herein, and will not  be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements  incorporated by reference  in Part III  of
this Form 10-K or any amendment to this Form 10-K. [ ]

The approximate aggregate market value of  voting stock held by  non-
affiliates of the registrant was  $15,624,694,000 as of February  29,
1996 (A)
                           261,501,157 (B)
  (Number of shares of common stock outstanding as of February 29, 1996)

Documents incorporated by reference:
                Document                             Form 10-K Parts
Definitive Proxy Statement, to be filed within 120 days of
  December 31, 1995 (specified portions)                         III

(A)  Excludes  4,508,450 shares of common  stock held by  directors and
officers, and stockholders whose ownership exceeds  five percent  of
the shares outstanding, at  February 29, 1996.   Exclusion of  shares
held by any  person should  not be  construed to  indicate that  such
person possesses  the power,  directly or  indirectly, to  direct  or
cause the direction of the management or policies of the  registrant,
or that such person is controlled by or under common control with the
registrant.
(B)  All share numbers have been retroactively adjusted to reflect  a
two-for-one split of the common stock effected in the form of a  100%
stock dividend.

                               PART I


Item 1.   BUSINESS

Overview

     Amgen Inc. ("Amgen" or the "Company") is a global  biotechnology
company that develops,  manufactures and  markets human  therapeutics
based on advanced cellular and molecular biology.

     The Company  manufactures  and  markets  two  human  therapeutic
products, NEUPOGEN(R)  (Filgrastim)  and  EPOGEN(R)  (Epoetin  alfa).
NEUPOGEN(R) selectively stimulates the production of neutrophils, one
type of white  blood cell.   The Company markets  NEUPOGEN(R) in  the
United States, countries  of the  European Union  ("EU"), Canada  and
Australia for  use  in  decreasing  the  incidence  of  infection  in
patients undergoing  myelosuppressive  chemotherapy.    In  addition,
NEUPOGEN(R) is  marketed  in  most of  these  countries  for  use  in
reducing  the  duration  of   neutropenia  for  patients   undergoing
myeloablative therapy followed  by bone  marrow transplantation,  for
treating patients  with severe  chronic neutropenia,  and to  support
peripheral   blood   progenitor   cell   ("PBPC")   transplantations.
EPOGEN(R) stimulates  the  production  of  red  blood  cells  and  is
marketed by Amgen in  the United States for  the treatment of  anemia
associated with chronic renal failure in patients on dialysis.

     The Company  focuses  its  research  on  biological  cell/tissue
events and its development efforts on human therapeutics in the areas
of hematopoiesis, neurobiology, inflammation, endocrinology, and soft
tissue repair and regeneration.  The Company has research  facilities
in the United States and Canada and has clinical development staff in
the United States, the  EU, Canada, Australia,  Japan and Hong  Kong.
To augment internal research and development efforts the Company  has
established external research collaborations and has acquired certain
product and technology rights.

     Amgen operates  commercial manufacturing  facilities located  in
the United States and  Puerto Rico.  A  sales and marketing force  is
maintained in the United States, the  EU, Canada, and Australia.   In
addition,  Amgen  has   entered  into   licensing  and   co-promotion
agreements to market NEUPOGEN(R) and EPOGEN(R) in certain  geographic
areas.

     The Company  was  incorporated in  California  in 1980  and  was
merged into  a  Delaware  corporation in  1987.    Amgen's  principal
executive offices  are located  at 1840  Dehavilland Drive,  Thousand
Oaks, California 91320-1789.

Products

  Recombinant human granulocyte colony-stimulating factor

     NEUPOGEN(R) (proper name - Filgrastim) is Amgen's trademark  for
its recombinant  human  granulocyte  colony-stimulating  factor  ("G-
CSF"), a protein  that selectively stimulates  production of  certain
white blood cells known as neutrophils.   Neutrophils are the  body's
first defense against infection.  Treatments for various diseases and
diseases  themselves  can   result  in  extremely   low  numbers   of
                                 PAGE 2

neutrophils, or  neutropenia.    Myelosuppressive  chemotherapy,  one
treatment option  for individuals  with  cancer, targets  cell  types
which grow rapidly, such as tumor cells, neutrophils and other  blood
cells.   Providing  NEUPOGEN(R)  as an  adjunct  to  myelosuppressive
chemotherapy can  reduce  the  duration of  neutropenia  and  thereby
reduce the potential for infection.

     Congenital  neutropenia   is  an   example  of   disease-related
neutropenia.    In   congenital  neutropenia,  the   body  fails   to
manufacture  sufficient  neutrophils.    Chronic  administration   of
NEUPOGEN(R) has been shown  to reduce the  incidence and duration  of
neutropenia-related consequences  such  as fever  and  infections  in
patients with congenital neutropenia.

     Patients undergoing bone marrow transplantation are treated with
NEUPOGEN(R)  to   accelerate   recovery  of   neutrophils   following
chemotherapy and bone  marrow infusion.   NEUPOGEN(R)  also has  been
shown to induce  immature blood cells  (progenitor cells) to  migrate
(mobilize) from the  bone marrow into  the blood circulatory  system.
When these progenitor cells are collected from the blood, stored  and
re-infused after chemotherapy (transplanted), recovery of  platelets,
red blood cells and neutrophils is accelerated.  PBPC transplantation
is becoming an alternative to autologous bone marrow  transplantation
in some patients.

     The Company began  selling NEUPOGEN(R) in  the United States  in
February 1991 (see "Joint Venture and Business Relationships -  Kirin
Brewery Company, Limited").   NEUPOGEN(R) was initially indicated  to
decrease  the  incidence  of  infection  as  manifested  by   febrile
neutropenia for  patients  with non-myeloid  malignancies  undergoing
myelosuppressive chemotherapy.  The U.S. Food and Drug Administration
("FDA") subsequently cleared  supplements to  the Filgrastim  product
license which include  claims to reduce  the duration of  neutropenia
for patients with  non-myeloid malignancies undergoing  myeloablative
therapy followed by  bone marrow  transplantation and  to reduce  the
incidence  and  duration   of  neutropenia-related  consequences   in
symptomatic patients with congenital neutropenia, cyclic  neutropenia
or idiopathic neutropenia.   In December  1995, NEUPOGEN(R)  received
FDA  clearance  for  use  in  mobilization  of  PBPC  for  stem  cell
transplantation.

     In the EU, Canada and Australia,  NEUPOGEN(R) is marketed as  an
adjunct to  chemotherapy and  a treatment  for patients  with  severe
chronic neutropenia.  In  the EU and  Australia, NEUPOGEN(R) is  also
marketed for use in reducing the duration of neutropenia for patients
undergoing   myeloablative   therapy   followed   by   bone    marrow
transplantation and to support PBPC transplantations.  In March 1996,
NEUPOGEN(R)  was  approved  for  use  in  the  United  Kingdom  as  a
supportive therapy to treat neutropenia  in people with advanced  HIV
infection.

     In Japan,  Taiwan  and  Korea, Kirin  Brewery  Company,  Limited
("Kirin"),  was  granted  rights  to  market  G-CSF  under  licensing
agreements with Kirin-Amgen, Inc.  ("Kirin-Amgen"). Kirin-Amgen is  a
joint venture between the Company and Kirin (see "Joint Ventures  and
Business Relationships  - Kirin  Brewery Company,  Limited").   Kirin
                                PAGE 3

markets its  G-CSF product  in these  countries under  the  trademark
GRAN(R).

     The  Company  is  conducting   numerous  clinical  trials   with
NEUPOGEN(R).   Later stage  trials are  examining NEUPOGEN(R)  as  an
adjunct to  dose-intensified chemotherapy  in patients  with  various
tumor types  and for  the treatment  of neutropenia  in  HIV-infected
patients.  In 1995, the Company completed a Phase 3 clinical trial in
patients with  severe  community-acquired pneumonia.    Although  the
primary  endpoint  was  not  met,  NEUPOGEN(R)  was  found  to   have
statistically significant clinical benefits  relating to two  serious
complications of  pneumonia:   reducing the  incidence of  end  organ
failures and reducing  the incidence   of adult respiratory  distress
syndrome.   The Company  is continuing  the clinical  development  of
NEUPOGEN(R)  for  severe  pneumonia.    The  Company  also  completed
clinical trials examining NEUPOGEN(R)  as an adjunct to  chemotherapy
in patients with acute myelogenous leukemia.  A licensing application
for approval of this supplemental indication will be submitted to the
U.S., European, Canadian and Australian regulatory authorities.

     For the years ended December 31,  1995, 1994 and 1993, sales  of
NEUPOGEN(R)  accounted   for   approximately  48%,   50%   and   52%,
respectively, of total revenues.

  Recombinant human erythropoietin

     EPOGEN(R) (proper name - Epoetin alfa) is Amgen's trademark  for
its  recombinant  human  erythropoietin   product,  a  protein   that
stimulates red blood cell production.  EPOGEN(R) is effective in  the
treatment  of  anemia  associated  with  chronic  renal  failure  for
patients on dialysis and is indicated to elevate or maintain the  red
blood  cell  level  (as   manifested  by  hematocrit  or   hemoglobin
determinations) and to  decrease the need  for blood transfusions  in
these patients.

     In the  United  States,  Amgen  was  granted  rights  to  market
recombinant human  erythropoietin under  a licensing  agreement  with
Kirin-Amgen (see "Joint Ventures  and Business Relationships -  Kirin
Brewery Company, Limited").  The  Company began selling EPOGEN(R)  in
1989 when the  FDA gave  clearance for its  use in  the treatment  of
anemia associated with  chronic renal  failure.   The FDA  designated
EPOGEN(R) as  an orphan  drug, and  such designation  will expire  in
1996.  In July 1994, the FDA cleared a supplement to the Epoetin alfa
product license which  included an expanded  target hematocrit  range
for patients with chronic renal failure.   The target hematocrit,  or
percentage of red blood cells,  was expanded to a  range of 30 to  36
percent from  the previously  indicated range  of 30  to 33  percent.
Ongoing  clinical  trials   are  investigating   whether  there   are
additional benefits for  dialysis patients in  maintaining a  higher,
even more normal, hematocrit range.  The Company markets EPOGEN(R) in
the United States for  dialysis patients, a market to which  Amgen
has maintained exclusive rights.

     Amgen has granted Ortho Pharmaceutical Corporation, a subsidiary
of Johnson & Johnson, hereafter referred to as "Johnson & Johnson", a
license   to   pursue   commercialization   of   recombinant    human
                              PAGE 4    

erythropoietin as a human therapeutic in the United States in all
markets other  than  dialysis and diagnostics.   See Note 1 to the
Consolidated Financial Statements - "Product sales" and Note 5 to
the Consolidated Financial Statements - "Johnson & Johnson arbitrations".

     In August 1995, the U.S. Patent  and Trademark Office issued  to
the  Company  a  patent  on  the  process  for  the  manufacture   of
recombinant human  erythropoietin.   The patent  provides  protection
against the making,  importation, use  or sale  of recombinant  human
erythropoietin in the United States.

     In Japan, Kirin was granted  rights to market recombinant  human
erythropoietin under  a  licensing agreement  with  Kirin-Amgen  (see
"Joint Ventures and Business  Relationships - Kirin Brewery  Company,
Limited").    Kirin  markets  its  recombinant  human  erythropoietin
product under the trademark ESPO(R).

     In countries other than the United States, the People's Republic
of China and Japan,  Johnson & Johnson was  granted rights to  pursue
the commercialization of erythropoietin as a human therapeutic  under
a licensing  agreement with  Kirin-Amgen.   Affiliates of  Johnson  &
Johnson market erythropoietin for treatment of anemia associated with
chronic  renal  failure  under  the  trademark  EPREX(R)  in  several
countries.

     For the years ended December 31,  1995, 1994 and 1993, sales  of
EPOGEN(R) accounted for approximately 45%, 44% and 42%, respectively,
of total revenues.

Product Candidates

  Consensus interferon

     Interferons are  a class  of naturally  occurring proteins  with
anti-viral and  anti-tumor activity  that  also modulate  the  immune
system.    INFERGEN(R),  Amgen's  consensus  interferon,  is  a  non-
naturally occurring protein that combines structural features of many
interferon sub-types.   A  Phase 3  clinical trial  for treatment  of
chronic hepatitis C  with INFERGEN(R), completed  in 1995,  indicated
that INFERGEN(R)  is safe  and effective  in treating  this  disease.
Hepatitis C viral infection is a potentially deadly disease that,  if
not treated, may lead to cirrhosis and liver cancer.  The Company  is
preparing a biologics license application for submission to the  FDA.
Amgen is exploring out-licensing  opportunities for INFERGEN(R)  with
several companies  as  a  potential  alternative  to  marketing  this
product candidate through the Company's sales force.  A decision will
be made in 1996.

  Hematopoietic growth factors

     Hematopoietic  growth  factors  are  proteins  which   influence
growth, migration, and  maturation of certain  types of blood  cells.
Stem cell factor ("SCF"), one  of the Company's hematopoietic  growth
factors in development, may  influence the production,  mobilization,
and maturation  of  progenitor  cells.   Human  clinical  trials  are
underway to  investigate  the  utility of  SCF  in  combination  with
                               PAGE 5   

NEUPOGEN(R) for improved  mobilization of progenitor  cells prior  to
PBPC transplantation.  A Phase 3  study of SCF in this indication  is
underway.

     The  Company's  novel  platelet  growth  factor,  MGDF,  another
hematopoietic growth factor, has been shown in pre-clinical and early
clinical research  to  be  a promising  agent  for  ameliorating  the
thrombocytopenia caused  by  intensive chemotherapy  or  irradiation.
Thrombocytopenia, or severely depressed platelet numbers, can  result
in severe internal  bleeding.  The  Company is  collaborating in  the
development of  MGDF with  Kirin (see  "Joint Ventures  and  Business
Relationships - Kirin Brewery Company, Limited"), and human  clinical
testing is underway.  In 1995,  Amgen, Kirin, and Kirin-Amgen  signed
agreements with  Novo Nordisk  A/S and  certain of  its  subsidiaries
(including  ZymoGenetics,  Inc.)  for  rights  to  thrombopoietin,  a
protein hormone that  stimulates the production  of platelets in  the
blood.  The acquisition of  these rights complements the  development
of MGDF.

  Cell therapy

     Cell selection technology complements the Company's research and
development efforts in hematopoiesis.   Amgen's hematopoietic  growth
factors, together  with  selected  hematopoietic  cells,  enable  the
Company to  pursue  the investigation  of  new and  potentially  more
effective cancer  therapy  protocols.   In  1994, Amgen  acquired  an
equity interest in AmCell Inc. ("AmCell"), a U.S. company which  will
develop and manufacture cell  selection and characterization  devices
based on the technology  of Miltenyi Biotec GmbH.   Amgen and  AmCell
entered into  an agreement  whereby AmCell  will manufacture  certain
cell selection devices for Amgen,  and Amgen will clinically  develop
and commercialize  these devices  (see "Joint  Ventures and  Business
Relationships - AmCell Inc.").   Amgen has initiated clinical  trials
in cell selection.

  Neurobiology

     The Company has extensive discovery programs in neurological and
neuroendocrine disorders.   Neurotrophic factors  are proteins  which
play a role in nerve cell  protection and regeneration and which  may
therefore be useful in treating a variety of neurological disorders,
including neurodegenerative diseases  of the  central and  peripheral
nervous systems, and  also nerve injury  or trauma.   Human  clinical
testing  of  two  neurotrophic  factors,  brain-derived  neurotrophic
factor ("BDNF")  and  neurotrophin-3  ("NT-3"),  is  currently  being
conducted  in  collaboration  with  Regeneron  Pharmaceuticals,  Inc.
("Regeneron") (see  "Joint  Ventures  and  Business  Relationships  -
Regeneron Pharmaceuticals,  Inc.").   BDNF is  being investigated  to
treat amyotrophic lateral sclerosis ("ALS" or Lou Gehrig's  disease),
a fatal disorder  which causes  rapid degeneration  of motor  neurons
that innervate skeletal muscles.  In 1995, Phase 1/2 trials with BDNF
were completed  showing  that  BDNF  appears  to  be  safe  and  well
tolerated in  treating people  with  ALS, and  a  Phase 3  trial  was
initiated to confirm the therapeutic benefits  and safety of BDNF  in
slowing the  progression  of ALS.    NT-3 is  being  investigated  in
treating peripheral neuropathies.
                                  PAGE 6

     Glial cell line derived neurotrophic factor ("GDNF") was   added
to  the   Company's  neurobiology   research  program   through   the
acquisition of  Synergen,  Inc.  ("Synergen")  (see  Note  2  to  the
Consolidated Financial Statements).   GDNF is in preclinical  studies
for possible use in  the treatment of  Parkinson's disease and  other
motor neuron diseases.

  Inflammation

     The inflammatory  response  is  essential  for  defense  against
harmful micro-organisms and for the repair  of damaged tissues.   The
failure of  the  body's control  mechanisms  regulating  inflammatory
response occurs  in conditions  such as  rheumatoid arthritis,  acute
respiratory distress  syndrome and  asthma.   Tumor  necrosis  factor
binding protein ("TNFbp") and interleukin-1 receptor antagonist ("IL-
1ra") are two product candidates added to the Company's  inflammation
research program  through  the acquisition  of  Synergen.   TNFbp  is
currently in preclinical studies for possible use in the treatment of
rheumatoid arthritis,  inflammatory bowel  disease, pancreatitis  and
multiple sclerosis.   IL-1ra is  in clinical  studies for  rheumatoid
arthritis.  The Company is also  conducting research to discover  and
develop other molecules for the treatment of inflammatory diseases.

  Endocrinology

     Leptin is the protein produced by the obesity gene which is made
in fat  cells and  is believed  to help  regulate the  amount of  fat
stored by the body.  This protein  has been shown in some early  pre-
clinical animal models to produce a reduction in body weight and body
fat.  In 1995, The Rockefeller  University granted to the Company  an
exclusive license which allows the Company to develop products  based
on the obesity gene (see "Joint Venture and Business Relationships  -
Other business relationships").   The  Company anticipates  beginning
human clinical trials of Leptin in 1996.

     Primary hyperparathyroidism ("HPT")  is a  disorder that  causes
excessive secretion  of  parathyroid  hormone  from  the  parathyroid
gland, leading  to  elevated  serum  calcium,  called  hypercalcemia.
Symptoms may  include bone  loss, gastrointestinal  distress,  muscle
weakness, depression  and  forgetfulness.   This  disorder  currently
lacks effective  treatment  other than  surgery.   Secondary  HPT  is
commonly seen as a result of kidney failure, affecting as many as  80
percent of  dialysis  patients.   The  Company has  entered  into  an
agreement with NPS Pharmaceuticals, Inc. ("NPS") for Amgen to develop
and commercialize NPS's  NORCALCIN(TM) and other  compounds based  on
NPS's proprietary calcium  receptor technology for  the treatment  of
HPT and certain  other indications (see  "Joint Venture and  Business
Relationships -  Other business  relationships").   NORCALCIN(TM)  is
being investigated as a treatment for primary and secondary HPT.

  Soft tissue repair and regeneration

     Soft tissue  growth  factors are  believed  to play  a  role  in
accelerating or improving tissue regeneration and wound healing.   In
some cases, these agents may also protect tissues from injuries  such
                               PAGE 7
   
as irradiation, chemotherapy,  and hyperoxia.   These growth  factors
likely  regulate  a  broad  range  of  cellular  activities.    Amgen
currently is  conducting research  on certain  tissue growth  factors
including keratinocyte growth factor ("KGF").  Human clinical  trials
have been initiated for KGF.

Joint Ventures and Business Relationships

     The Company intends to self-market its products where  possible.
From time  to time  it  may supplement  this  effort by  using  joint
ventures and  other  business  relationships  to  provide  additional
marketing and  product development  capabilities.   The Company  also
supplements  its  internal  research  and  development  efforts  with
acquisitions of product and  technology rights and external  research
collaborations.  Amgen  has established  the relationships  described
below and may establish others in the future.

  F. Hoffmann-La Roche Ltd.

     Amgen and F. Hoffmann - La  Roche Ltd. ("Roche") entered into  a
co-promotion agreement in September 1988 for the sale of  NEUPOGEN(R)
(Filgrastim) in the EU.  Under this agreement, Amgen and Roche  share
the   clinical   development,   regulatory   and    commercialization
responsibilities for the  product.   Amgen manufactures  NEUPOGEN(R),
and the two companies share in the profits from sales of  NEUPOGEN(R)
in the EU.  This agreement allows Amgen the option to regain complete
control for marketing the product in the future.

     In 1989,  Amgen  and Roche  entered  into another  agreement  to
commercialize NEUPOGEN(R) in certain  European countries not  located
within the EU.   Under this agreement,  Roche markets NEUPOGEN(R)  in
these countries and pays a royalty to Amgen on these sales.

  Johnson & Johnson

     Amgen  granted   Johnson  &   Johnson   a  license   to   pursue
commercialization of  recombinant  human erythropoietin  as  a  human
therapeutic in the United States in all markets other than  dialysis and
diagnostics.  The Company  is engaged  in  arbitration proceedings  
regarding  this agreement.  For a complete discussion  of this matter, 
see Note 5  to the  Consolidated Financial Statements  - "Johnson & Johnson
arbitrations".

  Kirin Brewery Company, Limited

     The Company has a 50-50 joint venture (Kirin-Amgen) with  Kirin.
Kirin-Amgen was formed in 1984  to develop and commercialize  certain
of the Company's technologies.  Amgen and Kirin have been exclusively
licensed by Kirin-Amgen to  manufacture and market recombinant  human
erythropoietin in the United States and Japan, respectively.   Kirin-
Amgen has also granted Amgen an exclusive license to manufacture  and
market G-CSF in the United States, Europe, Canada, Australia and  New
Zealand.  Kirin has been licensed by Kirin-Amgen with similar  rights
for G-CSF  in Japan,  Taiwan and  Korea.   Kirin markets  recombinant
human erythropoietin  in  the  Peoples  Republic  of  China  under  a
                              PAGE 8

separate agreement.  In 1994, Kirin-Amgen licensed to Amgen and Kirin
the rights to develop and market MGDF.

     Pursuant to the  terms of  agreements entered  into with  Kirin-
Amgen,  the  Company  conducts   certain  research  and   development
activities on behalf of Kirin-Amgen and is paid for such services  at
a negotiated rate.  Included in  revenues from corporate partners  in
the Company's Consolidated Financial  Statements for the years  ended
December 31, 1995, 1994  and 1993, are  $72.6 million, $58.6  million
and $41.2 million, respectively, related to these agreements.

     In connection with its various agreements with Kirin-Amgen,  the
Company  has  been  granted  sole  and  exclusive  licenses  for  the
manufacture and  sale of  certain  products in  specified  geographic
areas of the world.   In return for  such licenses, the Company  paid
Kirin-Amgen stated amounts  upon the receipt  of the licenses  and/or
pays Kirin-Amgen royalties based  on sales.   During the years  ended
December 31, 1995, 1994 and  1993, Kirin-Amgen earned royalties  from
Amgen  of   $74.2  million,   $67.5   million  and   $53.1   million,
respectively, under such agreements.

  Regeneron Pharmaceuticals, Inc.

     In 1990, the Company entered into a collaboration agreement with
Regeneron to co-develop and commercialize BDNF and NT-3 in the United
States.  In addition, Regeneron licensed these potential products  to
Amgen for development in certain other countries.  To facilitate this
collaboration,  the  Company  and  Regeneron  formed  Amgen-Regeneron
Partners, a 50-50  partnership.   Amgen-Regeneron Partners  commenced
operations with  respect  to BDNF  in  June 1993.    Operations  with
respect to NT-3 began in January 1994.

  AmCell Inc.

     During 1994, Amgen acquired an equity interest in AmCell Inc., a
company which will  manufacture cell  selection and  characterization
devices based on the technology of Miltenyi Biotec GmbH ("Miltenyi").
Amgen  has   an  exclusive   license   to  clinically   develop   and
commercialize selected  products  of  AmCell  incorporating  Miltenyi
technology  in  exchange  for   development  funding  and   milestone
payments.
                                 
                              PAGE 9

  Synergen Clinical Partners

     Synergen Clinical Partners, L.P. ("SCP"), a limited partnership,
was formed to  fund development  and commercialization  of IL-1ra  in
certain geographic areas.  The general  partner of SCP was a  wholly-
owned subsidiary of Synergen and is now a wholly-owned subsidiary  of
the Company.  This wholly-owned subsidiary would be obligated to  pay
SCP royalties on sales of such products and a milestone payment  upon
receiving the first FDA marketing approval of an IL-1ra product.   In
connection with the formation of SCP, Synergen was granted options to
purchase all  of the  limited partners'  interests  in SCP  upon  the
occurrence of  certain  future  events  for  a  specified  amount  of
consideration.

  Other business relationships

     In 1995,  the Company  obtained an  exclusive license  from  The
Rockefeller University which allows  the Company to develop  products
based on the  obesity gene.   Amgen made a  $20 million payment  upon
signing the  agreement  and will  make  payments for  milestones  and
royalties on  sales of  any resulting  products.   The  Company  also
entered into an agreement with NPS Pharmaceuticals, Inc. for Amgen to
develop and commercialize NORCALCIN(TM) and other compounds based  on
NPS's proprietary technology.  Under this agreement, Amgen made a $10
million signing payment and will make milestone payments and  royalty
payments on sales of  any resulting products.   In addition to  these
agreements, the Company  has an extensive  number of other  corporate
and academic research collaborations.

Marketing

     In the  United States,  the Company's  sales force  markets  its
products to  physicians and  pharmacists primarily  in hospitals  and
clinics.  The Company has chosen to use major wholesale  distributors
of pharmaceutical  products as  the principal  means of  distributing
EPOGEN(R) (Epoetin  alfa) and  NEUPOGEN(R) (Filgrastim)  to  clinics,
hospitals and pharmacies.  Sales  to Bergen Brunswig Corporation  and
Cardinal Distribution,  two  major distributors  of  these  products,
accounted for 21% and  15%, and 22% and  16%, respectively, of  total
revenues  for   the   years   ended   December 31, 1995  and   1994,
respectively.  Sales to Bergen Brunswig Corporation and McKesson Drug
Company accounted for  23% and  10% of  total revenues  for the  year
ended December 31, 1993.

     NEUPOGEN(R) is reimbursed by both public and private payors, and
changes in coverage and reimbursement policies of these payors  could
have a  material  effect  on sales  of  NEUPOGEN(R).    EPOGEN(R)  is
primarily reimbursed by the Federal Government through the End  Stage
Renal Disease  Program  ("ESRD")  of  Medicare.    The  ESRD  Program
reimburses approved providers for 80% of allowed dialysis costs;  the
remainder is paid by other sources, including Medicaid, state  kidney
patient programs and  private insurance.   The reimbursement rate  is
established by Congress and is monitored by the Health Care Financing
Administration.  The reimbursement rate  for EPOGEN(R) is subject  to
yearly review.  Changes in coverage and reimbursement policies  could
have a material effect on the sales of EPOGEN(R).
                             PAGE 10

     Except for purchases by  Veterans Administration hospitals,  the
Company does  not  receive any  payments  directly from  the  Federal
Government, nor does  it have any  significant supply contracts  with
the  Federal  Government.    However,  the  use  of  NEUPOGEN(R)  and
EPOGEN(R) by hospitals,  clinics, and physicians  may be impacted  by
the amount and methods  of reimbursement that  they receive from  the
Federal Government.

     In  the  EU,  Amgen   and  Roche  share  clinical   development,
regulatory and  commercialization  responsibilities  for  NEUPOGEN(R)
under a  co-promotion agreement.    In addition,  Amgen  manufactures
NEUPOGEN(R) for sale in  the EU, and the  two companies share in  the
profits from sales  of the product.   NEUPOGEN(R)  is distributed  to
wholesalers and/or hospitals in all  EU countries depending upon  the
distribution practice of hospital products in each country.  Patients
receiving  NEUPOGEN(R)  for  approved  indications  are  covered   by
government health care programs.   The consumption of NEUPOGEN(R)  is
affected by budgetary constraints imposed by certain EU countries.

     NEUPOGEN(R) sales volumes in both  the United States and  Europe
are influenced by  a number of  factors including underlying  demand,
government   financial   constraints,   private   sector    financial
constraints, seasonal changes in cancer chemotherapy  administration,
and wholesaler management practices.

     In Canada and Australia, NEUPOGEN(R) is marketed by the  Company
directly  to   hospitals,  pharmacies   and  medical   practitioners.
Distribution is handled by third party contractors.

Competition

     Competition is intense among  companies that develop and  market
products based on advanced cellular and molecular biology.  Amgen has
a   number   of   competitors,   including   Chiron   Corp.,   Chugai
Pharmaceutical  Co.,  Ltd.,  Genetics  Institute  and  Immunex  Corp.
(subsidiaries of  American  Home Products  Corp.),  Genentech,  Inc.,
Rhone-Poulenc Rorer Inc., Sandoz Ltd. and Schering-Plough Corp.   For
products  which  the  Company  manufactures  and  markets,  it  faces
significant  competition  from  these  and  other  biotechnology  and
pharmaceutical firms in the United States, Europe and elsewhere, some
of whom have greater resources than the Company.  Certain specialized
biotechnology firms have also  entered into cooperative  arrangements
with  major  companies  for  development  and  commercialization   of
products, creating an additional source of competition.

     Any products or technologies  that successfully address  anemias
could  negatively   impact   the   market   for   recombinant   human
erythropoietin.    Similarly,  any  products  or  technologies   that
successfully address  the  causes  or  incidence  of  low  levels  of
neutrophils could  negatively impact  the market  for G-CSF.    These
include products that could receive approval for indications  similar
to those  for  which  NEUPOGEN(R)  (Filgrastim)  has  been  approved,
development of chemotherapy treatments that are less myelosuppressive
than  existing  treatments   and  the   development  of   anti-cancer
modalities that reduce the need for myelosuppressive chemotherapy.
                             PAGE 11    

     NEUPOGEN(R) currently faces market competition from a  competing
CSF product, granulocyte  macrophage colony-stimulating factor  ("GM-
CSF") and from the chemoprotectant, amifostine (WR-2721).   Potential
future sources  of competition  include other  GM-CSF products,  PIXY
321, PGG-glucan, FLT-3 ligand and IL-11, among others.

     Chugai Pharmaceuticals  Co.,  Ltd. ("Chugai")  markets  a  G-CSF
product in Japan as an adjunct to chemotherapy and as a treatment for
bone marrow transplant  patients.  In  June 1993,  Chugai and  Rhone-
Poulenc Rorer Inc.  received a favorable  opinion from the  Committee
for Proprietary  Medicinal  Products for  this  G-CSF product  as  an
adjunct to chemotherapy and as a treatment in bone marrow  transplant
settings and began market launches in  certain EU countries in  early
1994.   Chugai,  through  its licensee,  AMRAD,  markets  this  G-CSF
product in Australia as an adjunct to chemotherapy and as a treatment
for patients receiving bone marrow  transplants.  Under an  agreement
with Amgen, Chugai is precluded from selling its G-CSF product in the
United States, Canada and Mexico.

     Immunex Corp.  markets  GM-CSF in  the  United States  for  bone
marrow transplant and PBPC transplant patients  and as an adjunct  to
chemotherapy treatments for acute non-lymphocytic leukemia  ("ANLL").
Immunex Corp.  is  also pursuing  other  indications for  its  GM-CSF
product  including  use  in  treating  HIV-infected  patients,  other
infectious diseases and  as an  adjunct to  chemotherapy outside  the
limited setting of ANLL.  Behringwerke AG markets this GM-CSF product
in Europe in similar  settings.  Sandoz  Ltd. markets another  GM-CSF
product for use in bone marrow transplant patients, as an adjunct  to
chemotherapy and  as  an adjunct  to  gancyclovir treatment  of  HIV-
infected patients in the EU and certain other countries.  This GM-CSF
product is currently being developed  for similar indications in  the
United States and Canada.

     In 1995,  amifostine  received  clearance  from  the  FDA  as  a
cytoprotective agent for the combination regimen cyclophosphamide and
cisplatinum in patients with advanced ovarian carcinoma.  It is  used
to limit renal toxicity associated  with this treatment.   Amifostine
is also being pursued as a  treatment to reduce fever, infection  and
neutropenia during chemotherapy.   U.S. Bioscience, in  collaboration
with Alza Corp., markets amifostine in  the United States.   Schering
Plough markets amifostine in the EU.

     Immunex Corp. is developing PIXY 321 in the United States as  an
adjunct to  chemotherapy and  for  treating patients  receiving  bone
marrow transplants.   PIXY  321 is  being developed  for use  outside
North  America  by   American  Home  Products   Corp.    Alpha   Beta
Technologies is developing  PGG-glucan for the  treatment of  certain
infectious diseases, as  an adjunct to  chemotherapy and  for use  in
PBPC transplantation.
                            PAGE 12

     Other products which address potential markets for G-CSF may  be
identified and developed by competitors in the future.  Such products
could  also  present  competition  in  potential  markets  for   SCF.
Research and  development  of  other  hematopoietic  growth  factors,
including those that  may compete with  MGDF, is  being conducted  by
several companies including  Genentech, Inc.,  Immunex Corp.,  Sandoz
Ltd. and Genetics Institute, Inc.

     INFERGEN(R) would face  competition from  interferons and  other
related products,  several of  which are  in  development or  on  the
market.   Schering-Plough  Corp. and  Roche  are major  suppliers  of
interferons.

     Several companies are developing neurotrophic factors  including
Cephalon Inc., Genentech,  Inc. and  Regeneron.   Many companies  are
believed to  be  conducting  research in  the  area  of  inflammation
including Celltech, Ltd., ICOS Corporation, Rhone-Poulenc Rorer  Inc.
and AutoImmune.

     Many companies have obesity  research programs and are  believed
to   be   developing   obesity   treatments   including    Millennium
Pharmaceuticals, Inc. (in collaboration with Roche), Progenitor  Inc.
(a subsidiary of Interneuron Pharmaceuticals Inc.), Neurogen Inc. (in
collaboration with  Pfizer), Bristol  Myers Squibb,  CIBA Geigy,  Eli
Lilly and Merck.  NORCALCIN(TM) would face competition from a product
currently marketed by Abbott Laboratories which treats secondary HPT.
In addition, other products  to treat primary  and secondary HPT  are
currently being developed by Abbott Laboratories, Lunar and Chugai.

     The Company  faces competition  from  several companies  in  the
development and utilization  of cell  selection and  characterization
devices.  Companies involved in the development of these devices  and
ex-vivo cell expansion with growth factors are Baxter, Cellpro, Rhone
Poulenc Rorer Inc. in collaboration with Applied Immune Sciences  and
Systemix in collaboration with Sandoz Ltd.

     Companies  believed  to  be  developing  certain  tissue  growth
factors  include  Creative  Biomolecules,  Inc.,  Chiron  Corp.   (in
collaboration with  Johnson  &  Johnson),  Genentech,  Inc.,  Immunex
Corp., Scios Nova Inc. and ZymoGenetics, Inc.

Research and Development

     The Company's two primary sources of new product candidates  are
internal research and development and acquisition and licensing  from
third parties.   Research  and  development expense,  which  includes
technology license fees paid  to third parties,  for the years  ended
December 31, 1995, 1994 and 1993 were $451.7 million, $323.6  million
and $255.3  million, respectively.   The  amount for  the year  ended
December 31, 1994 excludes a  $116.4 million write-off of  in-process
technology purchased in connection  with the acquisition of  Synergen
(see Note 2 to the Consolidated Financial Statements).
                               PAGE 13

Government Regulation

     Regulation by governmental authorities in the United States  and
other countries  is  a  significant  factor  in  the  production  and
marketing of  the Company's  products and  its ongoing  research  and
development activities.  In order to clinically test, manufacture and
market products  for therapeutic  use, Amgen  must satisfy  mandatory
procedures and  safety standards  established by  various  regulatory
bodies.

     In  the  United  States,  the  Company's  products  and  product
candidates are  regulated primarily  on a  product by  product  basis
under  federal  law  and  are   subject  to  rigorous  FDA   approval
procedures.  After purification,  laboratory analysis and testing  in
animals, an investigational  new drug application  is filed with  the
FDA to begin  human testing.   A three-phase  human clinical  testing
program must then be undertaken.   In Phase 1, studies are  conducted
to determine the safety and optimal dosage for administration of  the
product.   In Phase  2, studies  are  conducted to  gain  preliminary
evidence of the  efficacy of the  product.  In  Phase 3, studies  are
conducted to provide  sufficient data  for the  statistical proof  of
safety and efficacy.  The time  and expense required to perform  this
clinical testing can far exceed the time and expense of the  research
and development initially required to create the product.  No  action
can be taken to market any  therapeutic product in the United  States
until an appropriate license application has been cleared by the FDA.
Even after initial FDA clearance  has been obtained, further  studies
are required  to  provide additional  data  on safety  and  would  be
required to gain clearance  for the use of  a product as a  treatment
for clinical indications  other than  those initially  approved.   In
addition, use of products during testing and after initial  marketing
could reveal  side  effects  that  could  delay,  impede  or  prevent
marketing approval,  limit  uses or  expose  the Company  to  product
liability claims.

     In  addition  to  human  clinical  testing,  the  FDA   inspects
equipment and facilities  prior to  providing clearance  to market  a
product.   If, after  receiving clearance  from the  FDA, a  material
change is  made  in  manufacturing equipment,  location  or  process,
additional regulatory review may be needed.

     In  the   EU  countries,   Canada  and   Australia,   regulatory
requirements and approval processes are similar in principle to those
in the United States.

     Amgen's research and manufacturing  activities are conducted  in
voluntary  compliance  with   the  National   Institutes  of   Health
Guidelines for Recombinant DNA Research.   The Company's present  and
future business has been and will  continue to be subject to  various
other  laws  and  regulations,   including  environmental  laws   and
regulations.

Patents and Trademarks

     Patents are  very  important  to  the  Company  in  establishing
proprietary rights to the products it has developed.  The Company has
                             PAGE 14

filed applications for a  number of patents and  it has been  granted
patents  relating   to  recombinant   human  erythropoietin,   G-CSF,
consensus interferon and various potential products.  The Company has
obtained licenses from and  pays royalties to  third parties.   Other
companies have filed patent applications or have been granted patents
in areas of interest to the Company.   There can be no assurance  any
licenses required under such patents  would be available for  license
on reasonable terms or at all.  The Company is engaged in arbitration
proceedings with  Johnson &  Johnson and  various patent  litigation.
For a discussion  of these  matters see  Note 5  to the  Consolidated
Financial Statements - "Johnson &  Johnson arbitrations" and Item  3,
"Legal Proceedings".

     The Company  has obtained  U.S. registration  of its  EPOGEN(R),
NEUPOGEN(R)  and  INFERGEN(R)   trademarks.     In  addition,   these
trademarks have been registered in several other countries.

Human Resources

     As of  December 31,  1995, the  Company had  4,046 employees  of
which 1,965  were  engaged  in research  and  development,  629  were
engaged in manufacturing and associated support, 824 were engaged  in
sales and  marketing and  628 were  engaged  in finance  and  general
administration.  There can be no  assurance that the Company will  be
able to  continue attracting  and  retaining qualified  personnel  in
sufficient numbers  to  meet  its  needs.    None  of  the  Company's
employees are covered by a  collective bargaining agreement, and  the
Company has experienced no work stoppages.  The Company considers its
employee relations to be excellent.

Geographic Area Financial Information

     For financial   information concerning the  geographic areas  in
which the Company operates see Note 12 to the Consolidated  Financial
Statements.


Item 2.   PROPERTIES

     Amgen's principal  executive  offices  and  a  majority  of  its
administrative, manufacturing and research and development facilities
are located in 34  buildings in Thousand  Oaks, California.   Twenty-
nine of the  buildings are owned  and five are  leased.  Adjacent  to
these facilities are four buildings  that are under construction  and
other property acquired  in anticipation  of future  expansion.   The
Thousand Oaks,  California  facilities include  manufacturing  plants
licensed  by  various  regulatory  bodies  that  produce   commercial
quantities of Epoetin alfa and NEUPOGEN(R) (Filgrastim).

     Elsewhere  in  North  America,  Amgen  owns  nine  buildings  in
Boulder, Colorado housing research facilities and a pilot plant.  The
Company has purchased land in Longmont, Colorado on which it plans to
build a new EPOGEN(R) manufacturing plant, and it owns a distribution
center in  Louisville,  Kentucky.   The  Company  leases  a  research
facility  and   administrative  offices   in  Toronto,   Canada,   an
administrative office in Washington, D.C. and five regional sales offices.
                               PAGE 15

     Outside North America, the Company  has a formulation, fill  and
finish facility in  Juncos, Puerto Rico  which has  been licensed  by
various regulatory bodies.  The Company leases facilities in thirteen
European countries,  Australia, Japan,  Hong  Kong and  the  People's
Republic of  China for  administration,  marketing and  research  and
development.  In addition, the Company has started construction of  a
European distribution center in the Netherlands.

     Amgen believes  that  its current  facilities  plus  anticipated
additions are  sufficient to  meet its  needs  for the  next  several
years.

Item 3.   LEGAL PROCEEDINGS

     The Company is  engaged in arbitration  proceedings with one  of
its licensees.  For a complete  discussion of this matter see Note  5
to  the  Consolidated  Financial  Statements  -  "Johnson  &  Johnson
arbitrations".  Other legal proceedings  are discussed below.   While
it is impossible to predict accurately  or to determine the  eventual
outcome of these matters,  the Company believes  that the outcome  of
these proceedings  will not  have a  material adverse  effect on  the
financial statements of the Company.

Synergen ANTRIL (TM) litigation

     Lawsuits have  been filed  against Synergen  (now Amgen  Boulder
Inc.) alleging misrepresentations in connection with its research and
development of ANTRIL(TM) for the treatment of sepsis.

     In Johnson  v.  Amgen  Boulder Inc.,  et  al.,  suits filed  on
February 14, 1995 in the Superior Court for the State of  Washington,
King County and in the United  States District Court for the  Western
District  of  Washington,  plaintiff  seeks  rescission  of   certain
payments made to one of  the defendants (or unspecified  compensatory
damages not  less  than  $50.0 million)  and  treble  damages.    The
Superior  Court  action  has  been  removed  to  federal  court   and
consolidated with the suit filed in the United States District  Court
for the Western District of Washington.  Plaintiff, a limited partner
of defendant Synergen Clinical Partners, L.P., represents a class  of
other limited partners.  The complaints allege violations of  federal
and state  securities laws,  violations of  other federal  and  state
statutes, fraud, misrepresentation and breach of fiduciary duty.  The
defendants  include  Synergen,  Synergen  Clinical  Partners,   L.P.,
Synergen Development Corporation and former officers and directors of
Synergen.    The   Company  has  answered   the  complaint,   denying
plaintiffs' claims and asserting various affirmative defenses.

     Susquehanna Investment Group, et al. v. Amgen Boulder, Inc.,  et
al., was  filed  in  the United  States  District  Court  in  Denver,
Colorado against  Synergen and  certain of  its former  officers  and
directors.  The suit,  filed on May 19,  1995, is brought by  broker-
dealers who  acted  as  market  makers  in  Synergen  options.    The
plaintiffs claim  in excess  of $3.2  million  in trading  losses  on
option positions as  the result of  alleged misrepresentations.  
                             PAGE 16

Elanex Pharmaceuticals litigation

     In October  1993,  the  Company filed  a  complaint  for  patent
infringement  against   defendants   Elanex   Pharmaceuticals,   Inc.
("Elanex"), Laboratorios Elanex De Costa Rica, S. A., Bio Sidus S.A.,
Merckle GmbH, Biosintetica S. A. and  other unknown defendants.   The
complaint, filed in the United States District Court for the  Western
District of  Washington  in  Seattle,  seeks  injunctive  relief  and
damages for Elanex's  infringement of  the Company's  patent for  DNA
sequences  and   host   cells   useful   in   producing   recombinant
erythropoietin.    The  complaint  also  alleges  that  the   foreign
defendants entered  into  agreements  with  Elanex  relating  to  the
production or  sale of  recombinant erythropoietin  and thereby  have
induced Elanex's infringement.

     In December 1993, Elanex responded to the complaint denying  the
material allegations  thereof, and  filed  a counterclaim  seeking  a
declaratory judgment that  the Company's patent  is invalid and  that
Elanex's recombinant erythropoietin technology does not infringe  any
valid claims of the Company's patent.  The counterclaim also seeks an
award of reasonable attorneys'  fees and other  costs of defense  but
does not seek damages against the Company.  The case is currently  in
discovery.

Genetics Institute litigation

     On June 21, 1994,  Genetics Institute filed  suit in the  United
States District Court  for the  District of  Delaware in  Wilmington,
against Johnson & Johnson, a licensee and distributor of the Company,
seeking damages for  the alleged  infringement of  a recently  issued
U.S. Patent 5,322,837  relating to Johnson  & Johnson's  manufacture,
use, and sale of erythropoietin.

     On September  12, 1994,  the Company  filed suit  in the  United
States District Court  for the District  of Massachusetts in  Boston,
against Genetics Institute,  seeking declaratory  judgment of  patent
non-infringement, invalidity  and unenforceability  against  Genetics
Institute in  respect to  U.S. Patent  5,322,837 issued  to  Genetics
Institute, which  relates to  homogeneous erythropoietin.    Genetics
Institute answered the complaint and filed a counterclaim against the
Company alleging infringement of  the same patent.   On February  14,
1995,  the  United  States  District   Court  for  the  District   of
Massachusetts granted Amgen's motion for a summary judgment enforcing
a prior  judgment against  Genetics  Institute and  barring  Genetics
Institute from asserting  its U.S. Patent  5,322,837 against  Amgen's
recombinant erythropoietin.   On March 13,  1995, Genetics  Institute
filed notice of appeal  with the United States  Court of Appeals  for
the Federal Circuit.  On December 6, 1995, the Federal Circuit  Court
heard oral argument on the appeal and reserved decision.

Biogen litigation

     On June  15, 1994,  Biogen, Inc.  ("Biogen") filed  suit in  the
Tokyo District Court in  Japan, against Amgen  K.K., a subsidiary  of
                             PAGE 17

the Company, seeking injunctive  relief for the alleged  infringement
of two Japanese patents relating to alpha-interferon.

     On March  10,  1995, Biogen  filed  suit in  the  United  States
District  Court   for   the  District   of   Massachusetts   alleging
infringement  by  the  Company  of  certain  claims  of  U.S.  Patent
4,874,702 relating to  vectors for expressing  cloned genes.   Biogen
alleges that  Amgen has  infringed its  patent by  manufacturing  and
selling NEUPOGEN(R).   On  March 28,  1995, Biogen  filed an  amended
complaint further alleging  that the Company  is also infringing  the
claims of two additional patents  allegedly assigned to Biogen,  U.S.
Patent 5,401,642 and U.S. Patent No. 5,401,658, relating to  vectors,
methods for making vectors and expressing closed genes.  The  amended
complaint seeks injunctive  relief, unspecified compensatory  damages
and treble damages.  On April 24, 1995, the Company answered Biogen's
amended complaint,  denying  its material  allegations  and  pleading
counterclaims for  declaratory judgment  of non-infringement,  patent
invalidity and unenforceability.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted  to a vote  of the Company's  security
holders  during  the   last  quarter   of  its   fiscal  year   ended
December 31, 1995.
                                PAGE 18

                               PART II


Item 5.   MARKET  FOR   REGISTRANT'S   COMMON  EQUITY   AND   RELATED
          STOCKHOLDER MATTERS

Price Range of Common Stock

     The Company's common  stock trades  on The  Nasdaq Stock  Market
under the symbol AMGN.  As of March 5, 1996, there were approximately
13,000 holders of  record of  the Company's  common stock.   No  cash
dividends have been paid on the common stock to date, and the Company
currently intends  to  retain any  earnings  for development  of  the
Company's business and for repurchases of its common stock.

     The  following  table  sets   forth,  for  the  fiscal   periods
indicated, the range  of high  and low  closing sales  prices of  the
common stock as quoted on The Nasdaq Stock Market for the years  1995
and 1994 (as adjusted retroactively for  the August 1995 stock  split
effected in the form of a dividend  of one share of common stock  for
each share of outstanding common stock):

                                        High         Low
       1995                            -------      -------
       4th Quarter...................  $59-3/8      $43-1/2
       3rd Quarter...................   52           39-1/4
       2nd Quarter...................   40-7/32      33-1/16
       1st Quarter...................   35-3/8       28-1/4

       1994
       4th Quarter...................  $29-11/16    $25-7/16
       3rd Quarter...................   28-7/16      21-5/8
       2nd Quarter...................   23-19/32     17-11/16
       1st Quarter...................   25-7/8       18-7/8

                              PAGE 19

Item 6.   SELECTED FINANCIAL DATA (in millions)

                                       Years Ended December 31,
                               1991    1992     1993     1994     1995
                               ----    ----     ----     ----     ----
Consolidated Statement of
  Operations Data:
Revenues:
 Product sales............... $645.3 $1,050.7 $1,306.3 $1,549.6 $1,818.6
 Other revenues..............   36.7     42.3     67.5     98.3    121.3
Total revenues...............  682.0  1,093.0  1,373.8  1,647.9  1,939.9
Research and development
  expenses...................  120.9    182.3    255.3    323.6    451.7
Write-off of in-process
  technology purchased.......      -        -        -    116.4        -
Marketing and selling
  expenses...................  122.2    184.5    214.1    236.9    272.9
General and administrative
  expenses...................   80.4    107.7    114.3    122.9    145.5
Legal assessment (award).....  129.1    (77.1)   (13.9)       -        -
Net income(1)................   97.9    357.6    383.3    319.7    537.7
Primary earnings per
  share(1)...................    .34     1.21     1.33     1.14     1.92
Cash dividends declared per
  share......................      -        -        -        -        -


                                           At December 31,
                               1991    1992     1993     1994     1995
                               ----    ----     ----     ----     ----
Consolidated Balance Sheet
  Data:
Total assets................. $865.5 $1,374.3 $1,765.5 $1,994.1 $2,432.8
Long-term debt...............   39.7    129.9    181.2    183.4    177.2
Stockholders' equity.........  531.1    933.7  1,172.0  1,274.3  1,671.8



(1)  Includes an increase to net income of $8.7 million, or $.03  per
     share,  to  reflect  the  cumulative  effect  of  a  change   in
     accounting principle to adopt Statement of Financial  Accounting
     Standard No. 109 in 1993 (see  Note 1 to Consolidated  Financial
     Statements).    Also  includes   the  write-off  of   in-process
     technology purchased  of  $116.4  million, or  $.42  per  share,
     associated with the acquisition of Synergen in 1994 (see Note  2
     to Consolidated Financial Statements).
                                 PAGE 20

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

     Cash provided by operating activities  has been and is  expected
to continue to be  the Company's primary source  of funds.  In  1995,
operations   provided   $773.2 million   of   cash   compared   with
$531.9 million in 1994.  The Company had cash, cash equivalents,  and
marketable securities  of  $1,050.3 million at  December  31,  1995,
compared with $696.7 million at December 31, 1994.

     Capital expenditures  totaled  $162.7 million in  1995  compared
with $130.8 million in 1994.   Over the next few  years, the Company
expects to spend approximately $250 million to $350 million per year
on capital  projects and  equipment to  expand the  Company's  global
operations.

     The Company receives  cash from the  exercise of employee  stock
options.   In 1995,  stock options  and  their related  tax  benefits
provided $145.4 million of cash compared with $67.5 million in 1994.
Proceeds from the  exercise of stock  options and  their related  tax
benefits will  vary from  period to  period based  upon, among  other
factors, fluctuations  in the  market value  of the  Company's  stock
relative to  the  exercise price  of  such  options.   In  1994,  the
exercise of warrants  associated with Amgen  Clinical Partners,  L.P.
provided $15.3 million of  cash.     The  right  to  exercise  these
warrants expired on June 30, 1994.

     The Company has a  stock repurchase program (see  Note 7 to  the
Consolidated Financial Statements) to  offset the dilutive effect  of
its employee benefit stock option and  stock purchase plans.   During
the year ended December 31, 1995, the Company purchased  7.3  million
shares of  common stock  at a  cost of  $285.7 million compared  with
12.9 million shares purchased  at a cost  of $300.5 million in 1994.
The Company expects to repurchase $350 million to $450 million under
the program in 1996.

     To provide for  financial flexibility  and increased  liquidity,
the Company has established several sources  of debt financing.   The
Company has  a shelf  registration under  which it  can issue  up  to
$200 million  of   Medium   Term  Notes.      At   December 31, 1995,
$109.0 million of Medium Term Notes were outstanding which mature  in
approximately two to eight years.  The Company also has a  commercial
paper program  which  provides for  short-term  borrowings up  to  an
aggregate  face  amount  of  $200 million.    At  December  31, 1995,
$69.7 million of commercial paper was outstanding, with maturities of
less than  three  months.    The  Company  also  has  a  $150 million
revolving line  of credit,  which  primarily supports  the  Company's
commercial paper program.  No borrowings on this line of credit  were
outstanding at December 31, 1995.

     The Company invests its  cash in accordance  with a policy  that
seeks to maximize returns while  ensuring both liquidity and  minimal
risk of principal  loss.  The  policy limits  investments to  certain
                             PAGE 21

types of  instruments issued  by institutions  with investment  grade
credit  ratings,   and   places  restrictions   on   maturities   and
concentration by  type and  issuer.   The majority  of the  Company's
portfolio is composed of fixed  income investments which are  subject
to the risk  of market  interest rate  fluctuations, and  all of  the
Company's investments  are  subject  to  risks  associated  with  the
ability of  the  issuers  to  perform  their  obligations  under  the
instruments.

     The Company  has a  program to  manage certain  portions of  its
exposure to fluctuations in foreign  currency exchange rates.   These
exposures  primarily  result  from  European  sales.    The   Company
generally  hedges  the  related  receivables  with  foreign  currency
forward contracts, which  typically mature  within six  months.   The
Company uses  foreign currency  option  and forward  contracts  which
generally expire within 12 months to hedge certain anticipated future
sales.  At December 31, 1995, outstanding foreign currency option and
forward   contracts   totaled   $13.2 million   and   $70.1  million,
respectively.

     The Company believes  that existing funds,  cash generated  from
operations, and existing  sources of debt  financing are adequate  to
satisfy its working capital and capital expenditure requirements  and
to support its stock repurchase  program for the foreseeable  future.
However, the Company may raise additional  capital from time to  time
to take  advantage  of favorable  conditions  in the  markets  or  in
connection with the Company's corporate development activities.

Results of Operations

  Product sales

     In 1995 product sales increased  $269.0 million or 17% over  the
prior year.  In 1994, product  sales increased $243.3 million or 19%
over the prior year.

  NEUPOGEN(R) (Filgrastim)

     The Company's worldwide NEUPOGEN(R) sales were $936.0 million in
1995, an increase of $107.0 million or 13% over the prior  year.  In
1994, sales were $829.0 million, an increase of $109.6 million or 15%
over the prior year.

     Domestic sales of  NEUPOGEN(R) were $661.8 million in 1995,  an
increase of $44.6 million or 7% over the prior year due primarily to
increased usage  of  NEUPOGEN(R)  and  price  increases.    In  1994,
domestic sales were $617.2 million, an increase of  $71.7 million or
13% over  the prior  year due  primarily to  the increased  usage  of
NEUPOGEN(R).  These results reflect the ongoing and intensifying cost
containment pressures in the  health care marketplace, including  use
of guidelines in patient care.  This pressure has contributed to  the
slowing of growth in domestic NEUPOGEN(R) usage over the past several
years and is expected  to continue to influence  such growth for  the
foreseeable future.   During 1995,  NEUPOGEN(R) was  approved in  the
United  States   to   support  peripheral   blood   progenitor   cell
transplants, the product's fourth indication.
                             PAGE 22

     International sales of  NEUPOGEN(R), primarily  in Europe,  were
$274.2 million in 1995, an increase of $62.4 million or 29% over the
prior year.    Three  factors, each  contributing  approximately  one
third, account for this increase:  (1) strong unit demand growth, (2)
the inclusion of sales from three additional countries as the  result
of Austria, Sweden, and Finland joining the European Union ("EU")  on
January 1, 1995 and (3) the favorable effects of strengthened foreign
currencies.  Prior  to the entry  of the  three additional  countries
into the EU, F. Hoffmann La Roche paid the Company royalties on sales
in these countries under a license agreement.  In 1994, international
sales were $211.8 million, an increase of $37.9  million or 22% over
the prior year.  This increase was primarily due to increased demand.
The Company's overall share of  the colony stimulating factor  market
in the EU has decreased since  the introduction in 1994 of  competing
colony stimulating factor products.

     Quarterly NEUPOGEN(R)  sales  volume  in the  United  States  is
influenced by  a  number  of  factors  including  underlying  demand,
seasonal  changes   in   cancer  chemotherapy   administration,   and
wholesaler inventory  management  practices.    Wholesaler  inventory
reductions tend to  reduce domestic  NEUPOGEN(R) sales  in the  first
quarter each year.  In prior years, NEUPOGEN(R) sales in the EU  have
experienced a  seasonal  decline  to varying  degrees  in  the  third
quarter.


  EPOGEN(R) (Epoetin alfa)

     EPOGEN(R) sales  were $882.6 million in  1995, an  increase  of
$162.0 million or 22% over the prior year.  In 1994, EPOGEN(R)  sales
were $720.6 million, an increase  of $133.7 million or 23%  over the
prior year.  These increases were primarily due to an increase in the
U.S. dialysis patient population, the administration of higher doses,
and to a lesser extent, increased penetration of the dialysis market.

  Cost of sales

     Cost of sales as a percentage of product sales was 15.0%,  15.4%
and 16.8%  for  the years  ended  December 31, 1995, 1994  and  1993,
respectively.  In  1996, cost  of sales  as a  percentage of  product
sales is expected to range from 14% to 15%.

  Research and development

     In 1995 and  1994, research and  development expenses  increased
$128.1 million  or  40%  and  $68.3 million  or  27%,  respectively,
compared with  the prior  years primarily  due  to expansion  of  the
Company's internal research  and development staff  and increases  in
external research collaborations.  The current year amount includes a
charge  for  a  $20 million  signing  payment  to   The  Rockefeller
University and a $10 million charge  related to a license fee to  NPS
Pharmaceuticals  for  exclusive  licenses  to  certain  technologies.
Annual research and development expenses are expected to increase  at
a rate exceeding the anticipated annual product sales growth rate due
to planned increases in internal efforts on new product discovery and
                             PAGE 23

development and increases in  external research collaboration  costs,
including acquisitions of product and technology rights.

  Write-off of in-process technology purchased

     In December 1994, the Company acquired Synergen, a biotechnology
company engaged  in the  discovery and  development of  protein-based
pharmaceuticals.  Synergen was  acquired for $254.5 million in cash,
including related acquisition costs.  The purchase price was assigned
to the  acquired  tangible  and  intangible  assets  based  on  their
estimated fair values at the date of acquisition.  The value assigned
to in-process technology  of $116.4 million was expensed  during the
quarter ended December 31, 1994.

  Marketing and selling

     In 1995  and  1994,  marketing and  selling  expenses  increased
$36.0 million or 15% and $22.8 million or 11%, respectively, compared
with the prior  years.  These  increases primarily reflect  marketing
efforts to increase the number of patients receiving NEUPOGEN(R)  and
to  bring  more  patients  receiving  EPOGEN(R)  within  the   target
hematocrit range.  In 1996,  marketing and selling expenses  combined
with general  and administrative  expenses are  expected to  have  an
aggregate annual growth rate lower  than the anticipated 1996  annual
growth in product sales.

  General and administrative

     In 1995 and 1994, general and administrative expenses  increased
$22.6 million or 18% and  $8.6 million or 8%, respectively,  compared
with the prior years.   These increases are  primarily due to  staff-
related expenses.    In  1996, general  and  administrative  expenses
combined with marketing and selling expenses are expected to have  an
aggregate annual growth rate lower  than the anticipated 1996  annual
growth in product sales.

  Interest and other income

     Interest and  other income  increased $44.6 million or  207% in
1995  compared with the prior  year.  This increase is primarily  due
to: (1) capital gains realized in the Company's investment  portfolio
during 1995 while capital  losses were incurred  in 1994, (2)  higher
interest rates earned  by the Company's  investment portfolio  during
1995 and (3) higher current year  cash balances.  Interest and  other
income decreased $5.7 million or 21% in 1994 compared with the prior
year.  Due to  significant increases in  interest rates during  1994,
the  Company  elected  to  reposition  its  fixed  income  investment
portfolio which resulted in capital  losses of $16.1 million for the
year.  In 1993, there were no significant capital gains or losses  in
the investment portfolio.  Interest and  other income is expected  to
fluctuate from period to period primarily due to changes in  interest
rates and cash balances.
                              PAGE 24

  Income taxes

     In 1995, the Company's effective tax  rate was 32.3%.  This  tax
rate reflects tax benefits from the sale of products manufactured  in
the Puerto Rico  fill-and-finish facility  which began  in the  first
quarter of  1995.   In 1994,  the Company's  effective tax  rate  was
45.7%, which is higher  than the Company's statutory  rate.  This  is
primarily due to the write-off of in-process technology purchased  in
connection with the Synergen acquisition, which is not deductible for
income tax purposes.  In 1993,  the Company's effective tax rate  was
36.8%.  The Company expects to maintain tax benefits from its  Puerto
Rico operations in 1996.

  Financial Outlook

     Worldwide NEUPOGEN(R) sales for 1996 are  expected to grow at  a
rate lower  than the  1995 growth  rate.   Future  NEUPOGEN(R)  sales
increases  are  dependent  primarily  upon  further  penetration   of
existing markets, the timing and nature of additional indications for
which the  product may  be approved  and the  effects of  competitive
products.  NEUPOGEN(R) usage is expected  to continue to be  affected
by cost containment pressures on health care providers worldwide.  In
addition, international NEUPOGEN(R) sales will continue to be subject
to  changes  in  foreign   currency  exchange  rates  and   increased
competition.

     EPOGEN(R) sales for 1996  are expected to grow  at a rate  lower
than the 1995 growth rate.  The Company anticipates that increases in
both the U.S. dialysis patient population and dosing will continue to
drive EPOGEN(R) sales.   The Company believes  that as more  dialysis
patients' hematocrits reach target levels, the contribution of dosing
to sales increases will diminish.   Patients receiving treatment  for
end stage renal disease are covered primarily under medical  programs
provided by the federal government.   Therefore, EPOGEN(R) sales  may
also be  affected by  future changes  in reimbursement  rates or  the
basis for reimbursement by the federal government.

     The Company anticipates  that total product  sales and  earnings
will grow at double digit rates  in 1996, but these growth rates  are
expected to be  lower than 1995  growth rates.   Estimates of  future
product sales and earnings,  however, are necessarily speculative  in
nature and are difficult to predict with accuracy.

     Except for  the  historical information  contained  herein,  the
matters discussed in  this Annual Report  on Form 10-K  are by  their
nature forward-looking.  For the reasons stated in this Annual Report
or in the Company's other Securities and Exchange Commission filings,
or for  various  unanticipated  reasons, actual  results  may  differ
materially.

Legal Matters

     The Company is  engaged in arbitration  proceedings with one  of
its licensees  and various  legal proceedings  relating to  Synergen.
For a  complete  discussion  of  these matters  see  Note  5  to  the
Consolidated Financial Statements.
                             PAGE 25

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is incorporated herein  by
reference to the financial statements listed in Item 14(a) of Part IV
of this Form 10-K Annual Report.


Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

     None.

                              PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  concerning  the   directors  of   the  Company   is
incorporated by  reference  to  the  section  entitled  "Election  of
Directors" in the Company's  definitive Proxy Statement with  respect
to the Company's 1996 Annual Meeting to be filed with the  Securities
and Exchange Commission  within 120 days  of December  31, 1995  (the
"Proxy Statement").

     The  executive  officers  of  the  Company,  their  ages  as  of
February 29, 1996 and positions are as follows:

     Mr. Gordon M. Binder,  age 60, has served  as a director of  the
Company since October 1988.  He joined  the Company in 1982  as Vice
President-Finance and  was  named Senior  Vice  President-Finance  in
February 1986.    In  October 1988,  Mr.  Binder  was  elected  Chief
Executive Officer.  In July 1990,  Mr. Binder became Chairman of  the
Board.

     Dr. N.  Kirby  Alton,  age 45,  became  Senior  Vice  President,
Development, in August 1993, having served as Senior Vice  President,
Therapeutic Product  Development,  since  August  1992.    Dr.  Alton
previously served as Vice President, Therapeutic Product Development,
Responsible Head, from October 1988 to August 1992, and as  Director,
Therapeutic Product Development, from February 1986 to October 1988.

     Mr. Robert  S.  Attiyeh,  age 61,  has  served  as  Senior  Vice
President, Finance  and  Corporate  Development,  since  joining  the
Company in July  1994.   Prior to  joining the  Company, Mr.  Attiyeh
served as a director of McKinsey & Company, a consulting firm, in its
Los Angeles, Japan and Scandinavian offices from 1967 to 1994.

     Mr. Stanley  M.  Benson.  age 44,  has  served  as  Senior  Vice
President, Sales and  Marketing, since  joining the  Company in  June
1995.  Prior  to joining  the Company, Mr.  Benson held  a number  of
executive management  positions  at  Pfizer  Inc.,  a  pharmaceutical
company, from 1987 to 1995.
 
                             PAGE 26

     Dr. Dennis  M. Fenton,  age 44,  became Senior  Vice  President,
Operations, in January 1995, having served as Senior Vice President,
Sales and Marketing,  since August 1992,  and having  served as  Vice
President,  Process   Development,   Facilities   and   Manufacturing
Services, from July 1991 to August  1992.  Dr. Fenton previously  had
served  as  Vice  President,  Pilot  Plant  Operations  and  Clinical
Manufacturing, from October 1988 to July 1991, and as Director, Pilot
Plant Operations, from 1985 to October 1988.

     Mr. Daryl D. Hill,  age 50, became  Senior Vice President,  Asia
Pacific, in January 1994, having served  as Vice President,  Quality
Assurance, from  October 1988  to January  1994, and  as Director  of
Quality Assurance from January 1984 to October 1988.

     Mr. Larry  A.  May, age  46,  became Vice  President,  Corporate
Controller and  Chief  Accounting  Officer in  October  1991,  having
served as  Corporate Controller  and  Chief Accounting  Officer  from
October 1988 to October 1991, and as Controller from January 1983  to
October 1988.

     Mr. Kevin W.  Sharer, age 47,  has served as  a director of  the
Company since November 1992.   He has served  as President and  Chief
Operating Officer since October 1992.  Prior to joining the Company,
Mr. Sharer served as  President of the  Business Markets Division  of
MCI Communications  Corporation, a  telecommunications company,  from
April  1989  to  October  1992,  and  served  in  numerous  executive
capacities at General  Electric Company from  February 1984 to  March
1989.  Mr. Sharer also serves as a director of Geotek Communications,
Inc.

     Mr. George  A.  Vandeman, age  56,  has served  as  Senior  Vice
President, General Counsel and Secretary since joining the Company in
July 1995.  Prior to joining the Company, Mr. Vandeman was a  partner
of Latham &  Watkins, an international  law firm, from  June 1966  to
July 1995.

     Dr.  Daniel  Vapnek,  age  57,  became  Senior  Vice  President,
Research, in October 1988, having served as Vice President, Research,
since January 1986.

     Dr. Linda  R.  Wudl,  age 50,  became  Vice  President,  Quality
Assurance, in  January 1994,  having served  as Director  of  Quality
Control from April 1991  to January 1994, and  as Manager of  Quality
Control from April 1987 to April 1991.

Item 11.  EXECUTIVE COMPENSATION

     The section labeled  "Executive Compensation"  appearing in  the
Company's Proxy Statement is incorporated herein by reference, except
for such information as need not  be incorporated by reference  under
rules promulgated by the Securities Exchange Commission.

                              PAGE 27

Item 12.  SECURITY  OWNERSHIP  OF   CERTAIN  BENEFICIAL  OWNERS   AND
          MANAGEMENT

     The  section  labeled  "Security  Ownership  of  Directors   and
Executive Officers and  Certain Beneficial Owners"  appearing in  the
Company's Proxy Statement is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The section  labeled  "Certain Transactions"  appearing  in  the
Company's Proxy Statement is incorporated herein by reference.


                                 PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
          8-K

(a)  1. Index to Financial Statements

     The following Financial Statements are included herein:

                                                                  Page
                                                                 Number

  Report of Ernst & Young LLP, Independent Auditors .................F-1
  Consolidated Statements of Operations for each of the three
     years in the period ended December 31, 1995...............F-2 - F-3
  Consolidated Balance Sheets at December 31, 1995 and 1994 .........F-4
  Consolidated Statements of Stockholders' Equity for each of
     the three years in the period ended December 31, 1995.....F-5 - F-6
  Consolidated Statements of Cash Flows for each of the three
     years in the period ended December 31, 1995...............F-7 - F-8
  Notes to Consolidated Financial Statements .................F-9 - F-25

(a)  2. Index to Financial Statement Schedules

     The following  Schedules are  filed as  part of  this Form  10-K
Annual Report:

                                                                  Page
                                                                 Number

     II  Valuation Accounts ......................................F-26

     All other schedules are omitted because they are not applicable,
or not required, or because the  required information is included  in
the consolidated statements or notes thereto.

(a)  3. Exhibits

Exhibit No.                     Description

  3.1       Restated Certificate of Incorporation. (6)
  3.2       Certificate of  Amendment  to  Restated  Certificate  of
            Incorporation, effective as of July 24, 1991. (11)
                             PAGE 28

  3.3       Bylaws, as amended to date. (16)
  4.1       Indenture dated January 1, 1992 between  the Company and
            Citibank N.A., as trustee. (12)
  4.2       Forms of Commercial Paper Master Note Certificates. (15)
 10.1*      Company's Amended  and  Restated  1991 Equity  Incentive
            Plan. (22)
 10.2*      Company's Amended and  Restated 1984 Stock  Option Plan.
            (22)
 10.3       Shareholder's Agreement of Kirin-Amgen,  Inc., dated May
            11, 1984, between the Company and Kirin Brewery Company,
            Limited (with  certain confidential  information deleted
            therefrom). (1)
 10.4       Amendment Nos. 1, 2,  and 3, dated March  19, 1985, July
            29, 1985  and December  19, 1985,  respectively, to  the
            Shareholder's Agreement of Kirin-Amgen,  Inc., dated May
            11, 1984 (with certain  confidential information deleted
            therefrom). (3)
 10.5       Product License Agreement, dated September 30, 1985, and
            Technology License Agreement, dated,  September 30, 1985
            between the Company and Ortho Pharmaceutical Corporation
            (with   certain    confidential   information    deleted
            therefrom). (2)
 10.6       Product License Agreement, dated September 30, 1985, and
            Technology License Agreement,  dated September  30, 1985
            between  Kirin-Amgen,  Inc.  and   Ortho  Pharmaceutical
            Corporation  (with   certain  confidential   information
            deleted therefrom). (3)
 10.7*      Company's Amended and  Restated Employee  Stock Purchase
            Plan.
 10.8       Research, Development Technology Disclosure  and License
            Agreement PPO, dated  January 20,  1986, by  and between
            the Company and Kirin Brewery Co., Ltd. (4)
 10.9       Amendment  Nos.  4  and   5,  dated  October   16,  1986
            (effective July 1, 1986) and December 6, 1986 (effective
            July  1,  1986),   respectively,  to   the  Shareholders
            Agreement of Kirin-Amgen, Inc. dated May  11, 1984 (with
            certain confidential information deleted therefrom). (5)
 10.10      Assignment and  License  Agreement,  dated  October  16,
            1986, between  the Company  and Kirin-Amgen,  Inc. (with
            certain confidential information deleted therefrom). (5)
 10.11      G-CSF European  License  Agreement,  dated December  30,
            1986, between  Kirin-Amgen, Inc.  and the  Company (with
            certain confidential information deleted therefrom). (5)
 10.12      Research  and  Development  Technology   Disclosure  and
            License Agreement: GM-CSF, dated March 31, 1987, between
            Kirin Brewery  Company, Limited  and  the Company  (with
            certain confidential information deleted therefrom). (5)
 10.13*     Company's Amended  and  Restated  1987 Directors'  Stock
            Option Plan. (22)
 10.14*     Company's Amended and  Restated 1988 Stock  Option Plan.
            (22)
 10.15*     Company's  Retirement  and  Savings  Plan,  amended  and
            restated as of January 1, 1993. (13)
 10.16      Amendment,   dated   June   30,   1988,   to   Research,
            Development,   Technology    Disclosure   and    License
            Agreement: GM-CSF  dated March  31, 1987,  between Kirin
            Brewery Company, Limited and the Company. (6)
                                 PAGE 29

 10.17      Agreement on G-CSF in the EU,  dated September 26, 1988,
            between Amgen  Inc.  and  F.  Hoffmann-La  Roche  &  Co.
            Limited Company  (with certain  confidential information
            deleted therefrom). (8)
 10.18      Supplementary Agreement  to Agreement  dated January  4,
            1989 to Agreement  on G-CSF in  the EU,  dated September
            26, 1988, between the Company and F. Hoffmann-La Roche &
            Co.  Limited   Company,   (with   certain   confidential
            information deleted therefrom). (8)
 10.19      Agreement on G-CSF in Certain  European Countries, dated
            January 1, 1989, between  Amgen Inc. and  F. Hoffmann-La
            Roche & Co.  Limited Company (with  certain confidential
            information deleted therefrom). (8)
 10.20      Rights Agreement, dated January 24,  1989, between Amgen
            Inc. and  American  Stock  Transfer and  Trust  Company,
            Rights Agent. (7)
 10.21      First Amendment to  Rights Agreement, dated  January 22,
            1991, between Amgen Inc. and American Stock Transfer and
            Trust Company, Rights Agent. (9)
 10.22      Second Amendment  to Rights  Agreement,  dated April  2,
            1991, between Amgen Inc. and American Stock Transfer and
            Trust Company, Rights Agent. (10)
 10.23      Agency Agreement, dated November 21, 1991, between Amgen
            Manufacturing,  Inc.  and  Citicorp  Financial  Services
            Corporation. (13)
 10.24      Agency Agreement,  dated  May  21, 1992,  between  Amgen
            Manufacturing,  Inc.  and  Citicorp  Financial  Services
            Corporation. (13)
 10.25      Guaranty, dated July 29,  1992, by the Company  in favor
            of Merck Sharp & Dohme Quimica de Puerto Rico, Inc. (14)
 10.26      936 Promissory  Note No.  01, dated  December 11,  1991,
            issued by Amgen Manufacturing, Inc. (13)
 10.27      936 Promissory  Note No.  02, dated  December 11,  1991,
            issued by Amgen Manufacturing, Inc. (13)
 10.28      936 Promissory Note No. 001, dated July 29, 1992, issued
            by Amgen Manufacturing, Inc. (13)
 10.29      936 Promissory Note No. 002, dated July 29, 1992, issued
            by Amgen Manufacturing, Inc. (13)
 10.30      Guaranty, dated  November 21,  1991, by  the Company  in
            favor of Citicorp Financial Services Corporation. (13)
 10.31      Partnership Purchase  Agreement, dated  March 12,  1993,
            between the  Company,  Amgen  Clinical  Partners,  L.P.,
            Amgen  Development  Corporation,  the  Class  A  limited
            partners and the Class B limited partner. (14)
 10.32*     Amgen Supplemental Retirement  Plan dated June  1, 1993.
            (17)
 10.33      Promissory Note of  Mr. Kevin W.  Sharer, dated  June 4,
            1993. (17)
 10.34      Promissory Note of Mr. Larry A.  May, dated February 24,
            1993. (18)
 10.35*     First Amendment dated October 26, 1993  to the Company's
            Retirement and Savings Plan. (18)
 10.36*     Amgen Performance Based Management Incentive Plan. (18)
 10.37      Agreement and Plan of  Merger, dated as of  November 17,
            1994, among  Amgen Inc.,  Amgen Acquisition  Subsidiary,
            Inc. and Synergen, Inc. (19)
                                 PAGE 30

 10.38      Third  Amendment  to  Rights  Agreement,   dated  as  of
            February 21, 1995, between Amgen Inc. and American Stock
            Transfer Trust and Trust Company (20)
 10.39      Credit Agreement, dated as of June 23, 1995, among Amgen
            Inc., the  Borrowing  Subsidiaries  named  therein,  the
            Banks named therein, Swiss Bank Corporation and ABN AMRO
            Bank N.V., as Issuing Banks, and Swiss Bank Corporation,
            as Administrative Agent.(21)
 10.40*     Conforming  Amendments  to  the   Amgen  Retirement  and
            Savings Plan.
 10.41*     Second Amendment  to the  Amgen  Retirement and  Savings
            Plan.
 10.42*     Third Amendment  to  the  Amgen Retirement  and  Savings
            Plan.
 10.43*     Fourth Amendment  to the  Amgen  Retirement and  Savings
            Plan.
 10.44      Promissory  Note  of  Mr.  George   A.  Vandeman,  dated
            December 15, 1995.
 10.45      Promissory  Note  of  Mr.  George   A.  Vandeman,  dated
            December 15, 1995.
 10.46      Promissory Note  of  Mr. Stan  Benson,  dated March  19,
            1996.
 11         Computation of per share earnings.
 21         Subsidiaries of the Company.
 23         Consent of Ernst & Young LLP, independent auditors.  The
            consent set forth on  page 35 is incorporated  herein by
            reference.
 24         Power of Attorney.   The Power of Attorney  set forth on
            page 34 is incorporated herein by reference.
 27         Financial Data Schedule.
- ----------------
* Management contract or compensatory plan or arrangement.

(1)  Filed as an exhibit  to the Annual Report  on Form 10-K for  the
     year ended  March 31,  1984 on  June 26,  1984 and  incorporated
     herein by reference.
(2)  Filed as an  exhibit to Quarterly  Report on Form  10-Q for  the
     quarter ended  September  30,  1985 on  November  14,  1985  and
     incorporated herein by reference.
(3)  Filed as an  exhibit to Quarterly  Report on Form  10-Q for  the
     quarter  ended  December  31,  1985  on  February  3,  1986  and
     incorporated herein by reference.
(4)  Filed as an exhibit to Amendment No. 1 to Form S-1  Registration
     Statement (Registration  No.  33-3069)  on March  11,  1986  and
     incorporated herein by reference.
(5)  Filed as an exhibit to the Form 10-K Annual Report for the  year
     ended March 31, 1987 on May 18, 1987 and incorporated herein by
     reference.
(6)  Filed as an exhibit to Form  8 amending the Quarterly Report  on
     Form 10-Q for the quarter ended June 30, 1988 on August 25, 1988
     and incorporated herein by reference.
(7)  Filed as an exhibit to the Form 8-K Current Report dated January
     24, 1989 and incorporated herein by reference.
(8)  Filed as an exhibit  to the Annual Report  on Form 10-K for  the
     year ended  March 31,  1989 on  June 28,  1989 and  incorporated
     herein by reference.
                                PAGE 31

(9)  Filed as an exhibit to the Form 8-K Current Report dated January
     22, 1991 and incorporated herein by reference.
(10) Filed as an exhibit to the  Form 8-K Current Report dated  April
     12, 1991 and incorporated herein by reference.
(11) Filed as an exhibit  to the Form 8-K  Current Report dated  July
     24, 1991 and incorporated herein by reference.
(12) Filed as an  exhibit to  Form S-3  Registration Statement  dated
     December 19, 1991 and incorporated herein by reference.
(13) Filed as an exhibit  to the Annual Report  on Form 10-K for  the
     year ended December 31, 1992 on March 30, 1993 and  incorporated
     herein by reference.
(14) Filed as an  exhibit to the  Form 8-A dated  March 31, 1993  and
     incorporated herein by reference.
(15) Filed as an exhibit to the Form 10-Q for the quarter ended March
     31, 1993 on May 17, 1993 and incorporated herein by reference.
(16) Filed as an exhibit to the Form 10-Q for the quarter ended  June
     30,  1993  on  August  16,  1993  and  incorporated  herein   by
     reference.
(17) Filed as  an exhibit  to the  Form 10-Q  for the  quarter  ended
     September 30, 1993 on November 12, 1993 and incorporated  herein
     by reference.
(18) Filed as an exhibit  to the Annual Report  on Form 10-K for  the
     year ended December 31, 1993 on March 25, 1994 and  incorporated
     herein by reference.
(19) Filed as  an  exhibit  to the  Form  8-K  Current  Report  dated
     November 18, 1994 on December 2, 1994 and incorporated herein by
     reference.
(20) Filed as  an  exhibit  to the  Form  8-K  Current  Report  dated
     February 21, 1995 on  March 7, 1995  and incorporated herein  by
     reference.
(21) Filed as  an exhibit  to the  Form 10-Q  for the  quarter  ended
     June 30, 1995  on August  11, 1995  and incorporated  herein  by
     reference.
(22) Filed as  an exhibit  to the  Form 10-Q  for the  quarter  ended
     September 30, 1995 on November 13, 1995 and incorporated  herein
     by reference.

(b)     Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the
three months ended December 31, 1995.

                               PAGE 32


                             SIGNATURES


     Pursuant to the requirements of  the Securities Exchange Act  of
1934, the registrant has duly caused this Annual Report to be  signed
on its behalf by the undersigned, thereunto duly authorized.


                                             Amgen Inc.

                                             (Registrant)



Date:       3/27/96                  By:     /s/ ROBERT S. ATTIYEH  
                                             ------------------------
                                             Robert S. Attiyeh
                                             Senior Vice President,
                                             Finance and Corporate 
                                             Development, and
                                             Chief Financial Officer


                              PAGE 33

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Attiyeh and Larry A.
May, or either of them, his attorney-in-fact, each with the power  of
substitution, for  him  in  any  and  all  capacities,  to  sign  any
amendments to  this  Report, and  to  file the  same,  with  exhibits
thereto  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  hereby ratifying and  confirming
all that  each  of  said  attorneys-in-fact,  or  his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of  the Securities Exchange Act  of
1934, this report has been signed  below by the following persons  on
behalf of  the registrant  and in  the capacities  and on  the  dates
indicated:

/s/GORDON M. BINDER          3/27/96 /s/WILLIAM K. BOWES, JR.   3/27/96
Gordon M. Binder                     William K. Bowes, Jr.
Chairman of the Board                Director
Chief Executive Officer and
Director
(Principal         Executive         /s/FRANKLIN P. JOHNSON,    3/27/96
Officer)                             JR.
                                     Franklin P. Johnson, Jr.
                                     Director
/s/KEVIN W. SHARER           3/27/96
Kevin W. Sharer
President, Chief Operating           /s/STEVEN LAZARUS          3/27/96
Officer and Director                 Steven Lazarus
                                     Director

/s/ROBERT S. ATTIYEH         3/27/96
Robert S. Attiyeh                    /s/EDWARD J. LEDDER        3/27/96
Senior Vice President,               Edward J. Ledder
Finance and Corporate                Director
Development, and
Chief Financial Officer
                                     /s/GILBERT S. OMENN        3/27/96
                                     Gilbert S. Omenn
/s/LARRY A. MAY              3/27/96 Director
Larry A. May
Vice President,
Corporate Controller and             /s/JUDITH C. PELHAM        3/27/96
Chief Accounting Officer             Judith C. Pelham
                                     Director

/s/RAYMOND F. BADDOUR        3/27/96
Raymond F. Baddour                   /s/BERNARD H. SEMLER       3/27/96
Director                             Bernard H. Semler
                                     Director

                              PAGE 34


                                                           EXHIBIT 23


         CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-5111) pertaining to the 1984 Stock  Option
Plan, 1981 Incentive Stock Option Plan and Nonqualified Stock  Option
Plan of Amgen Inc., in the  Registration Statement (Form S-8 No.  33-
24013) pertaining to the Amended and Restated 1988 Stock Option  Plan
of Amgen Inc., in the Registration Statement (Form S-8 No.  33-39183)
pertaining to the Amended and Restated Employee Stock Purchase Plan, 
in the Registration Statement (Form S-8 No. 33-39104)  pertaining to
the Amgen Retirement and Savings Plan, in the Registration Statement
(Form S-8 No. 33-42501) pertaining to the Amended and Restated 1987  
Directors' Stock Option Plan, in the Registration Statement (Form S-8 
No. 33-42072) pertaining to the Amgen Inc. Amended and Restated 1991
Equity Incentive Plan, in the Registration Statement (Form S-8 No.
33-47605) pertaining to the Retirement and Savings Plan for Amgen
Puerto Rico, Inc. and in the Registration Statements (Form S-3  No.
33-22544 and Form S-3 No. 33-44454) of Amgen Inc. and in the  related
Prospectuses of our report dated January 29, 1996 with respect to the
consolidated financial statements  and financial statement  schedule
of Amgen Inc. included in this Annual Report (Form 10-K) for the year
ended December 31, 1995.




                                               /s/ ERNST & YOUNG LLP
Los Angeles, California
March 22, 1996

                              PAGE 35


          REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


The Board of Directors and Stockholders of
Amgen Inc.


We have audited the accompanying consolidated balance sheets of Amgen
Inc. as of December 31, 1995  and 1994, and the related  consolidated
statements of  operations, stockholders'  equity and  cash flows  for
each of the three years in the  period ended December 31, 1995.  Our
audits also included the financial  statement schedule listed in  the
Index at Item 14(a).  These financial statements and schedule are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these  financial statements and schedule  based
on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the  financial
statements are  free of  material misstatement.   An  audit  includes
examining, on  a  test basis,  evidence  supporting the  amounts  and
disclosures in  the financial  statements.   An audit  also  includes
assessing the accounting  principles used  and significant  estimates
made by  management,  as well  as  evaluating the  overall  financial
statement presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion, the  consolidated financial  statements referred  to
above present  fairly, in  all  material respects,  the  consolidated
financial position of Amgen Inc. at  December 31, 1995 and 1994,  and
the consolidated results  of its operations  and its  cash flows  for
each of the  three years in  the period ended  December 31, 1995,  in
conformity with generally accepted  accounting principles.  Also,  in
our  opinion,  the   related  financial   statement  schedule,   when
considered in relation to the basic  financial statements taken as  a
whole, presents fairly in all  material respects the information  set
forth therein.



                                               /s/ ERNST & YOUNG LLP
Los Angeles, California
January 29, 1996

                               F-1

                             AMGEN INC.

                CONSOLIDATED STATEMENTS OF OPERATIONS

            Years ended December 31, 1995, 1994 and 1993
                (In millions, except per share data)

                                      1995        1994        1993
                                    --------    --------    --------
Revenues:
 Product sales....................  $1,818.6    $1,549.6    $1,306.3
 Corporate partner revenues.......      85.2        70.4        48.6
 Royalty income...................      36.1        27.9        18.9
                                    --------    --------    --------
    Total revenues................   1,939.9     1,647.9     1,373.8
                                    --------    --------    --------
Operating expenses:
 Cost of sales....................     272.9       238.1       220.0
 Research and development.........     451.7       323.6       255.3
 Write-off of in-process
    technology purchased..........         -       116.4           -
 Marketing and selling............     272.9       236.9       214.1
 General and administrative.......     145.5       122.9       114.3
 Loss of affiliates, net..........      53.3        31.2        12.6
 Legal award......................         -           -       (13.9)
                                    --------    --------    --------
    Total operating expenses......   1,196.3     1,069.1       802.4
                                    --------    --------    --------

Operating income..................     743.6       578.8       571.4

Other income (expense):
 Interest and other income........      66.1        21.5        27.2
 Interest expense, net............     (15.3)      (12.0)       (6.2)
                                    --------    --------    --------
    Total other income (expense)..      50.8         9.5        21.0
                                    --------    --------    --------
Income before income taxes and 
 cumulative effect of a change
 in accounting principle..........     794.4       588.3       592.4
Provision for income taxes........     256.7       268.6       217.8
                                    --------    --------    --------
Income before cumulative effect
 of a change in accounting 
 principle........................     537.7       319.7       374.6

Cumulative effect of a change
 in accounting principle..........         -           -         8.7
                                    --------    --------    --------
Net income........................  $  537.7    $  319.7    $  383.3
                                    ========    ========    ========

                       See accompanying notes.
                      (Continued on next page)

                                 F-2

                             AMGEN INC.

          CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

            Years ended December 31, 1995, 1994 and 1993
                (In millions, except per share data)


                                         1995      1994      1993
                                        -----     -----     -----
  Earnings per share:
    Primary:
       Income before cumulative
         effect of a change in
         accounting principle........   $1.92     $1.14     $1.30
       Cumulative effect of a
         change in accounting            
         principle...................       -         -       .03
                                        -----     -----     -----
       Net income....................   $1.92     $1.14     $1.33
                                        =====     =====     =====

    Fully diluted:
       Income before cumulative
         effect of a change in
         accounting principle........   $1.88     $1.13     $1.30
       Cumulative effect of a
         change in accounting           
         principle...................       -         -       .03
                                        -----     -----     -----
       Net income....................   $1.88     $1.13     $1.33
                                        =====     =====     =====

  Shares used in calculation of:
    Primary earnings per share.......   280.7     279.6     287.2
    Fully diluted earnings per
       share.........................   285.3     282.2     288.6

                       See accompanying notes.

                                 F-3                                 

                             AMGEN INC.

                     CONSOLIDATED BALANCE SHEETS

                     December 31, 1995 and 1994
                (In millions, except per share data)

                                              1995        1994
                                            --------    --------
                               ASSETS
  Current assets:
     Cash and cash equivalents............  $   66.7    $  211.3
     Marketable securities................     983.6       485.4
     Trade receivables, net of allowance
       for doubtful accounts
       of $13.8 in 1995 and $13.3 in
       1994...............................     199.3       194.7
     Inventories..........................      88.8        98.0
     Deferred tax assets, net.............      51.7        70.2
     Other current assets.................      64.0        56.0
                                            --------    --------
       Total current assets                  1,454.1     1,115.6

  Property, plant and equipment at cost,
     net..................................     743.8       665.3
  Investments in affiliated companies.....      95.7        82.3
  Other assets............................     139.2       130.9
                                            --------    --------
                                            $2,432.8    $1,994.1
                                            ========    ========

                LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
     Accounts payable.....................  $   54.4    $   30.5
     Commercial paper.....................      69.7        99.7
     Accrued liabilities..................     459.7       406.2
                                            --------    --------
       Total current liabilities..........     583.8       536.4

  Long-term debt..........................     177.2       183.4
  Contingencies
  Stockholders' equity:
     Common stock and additional
       paid-in capital; $.0001 par
       value; 750.0 shares authorized;
       outstanding - 265.7 shares in
       1995 and 264.7 shares in 1994.....      864.8       719.3
     Retained earnings...................      807.0       555.0
                                            --------    --------
       Total stockholders' equity........    1,671.8     1,274.3
                                            --------    --------
                                            $2,432.8    $1,994.1
                                            ========    ========

                       See accompanying notes.

                                 F-4

                             AMGEN INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            Years ended December 31, 1995, 1994 and 1993
                            (In millions)

                                                Common
                                                 stock
                                                  and
                                       Number additional
                                         of     paid-in  Retained
                                       shares   capital  earnings
                                       ------ ---------  --------
  Balance at December 31, 1992........  272.6   $573.8    $359.9
  Issuance of common stock upon the
    exercise of stock options and in
    connection with an employee stock
    purchase plan.....................    4.6     21.7         -
  Issuance of common stock upon the
    exercise of warrants..............    1.3      5.9         -
  Tax benefits related to stock
    options...........................      -     34.8         -
  Repurchases of common stock.........  (10.1)       -    (207.4)
  Net income..........................      -        -     383.3
                                       ------   ------    ------

  Balance at December 31, 1993........  268.4    636.2     535.8
  Issuance of common stock upon the
    exercise of stock options and in
    connection with an employee stock
    purchase plan.....................    5.7     44.8         -
  Issuance of common stock upon the
    exercise of warrants..............    3.5     15.3         -
  Tax benefits related to stock
    options...........................      -     23.0         -
  Repurchases of common stock.........  (12.9)       -    (300.5)
  Net income..........................      -        -     319.7
                                       ------   ------    ------
  Balance at December 31, 1994........  264.7   $719.3    $555.0

                       See accompanying notes.
                        (Continued next page)

                                 F-5

                             AMGEN INC.

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)

            Years ended December 31, 1995, 1994 and 1993
                            (In millions)

                                                Common
                                                 stock
                                                  and
                                       Number additional
                                         of     paid-in  Retained
                                       shares   capital  earnings
                                       ------ ---------  --------
  Balance at December 31, 1994........  264.7   $719.3    $555.0
  Issuance of common stock upon the
    exercise of stock options and in
    connection with an employee stock
    purchase plan.....................    8.3    102.7         -
  Tax benefits related to stock
    options...........................      -     42.8         -
  Repurchases of common stock.........   (7.3)       -    (285.7)
  Net income..........................      -        -     537.7
                                        -----   ------    ------

  Balance at December 31, 1995........  265.7   $864.8    $807.0
                                        =====   ======    ======


                       See accompanying notes.

                                 F-6

                             AMGEN INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS

            Years ended December 31, 1995, 1994 and 1993
                            (In millions)

                                       1995       1994       1993
                                     --------   --------   --------

Cash flows from operating activities:
  Net income........................ $  537.7   $  319.7   $  383.3
  Write-off of in-process
    technology purchased ...........        -      116.4          -
  Depreciation and amortization.....     84.2       74.5       50.7
  Other non-cash expenses...........      0.1        2.8        7.9
  Deferred income taxes.............     23.9        2.4       17.4
  Loss of affiliates, net...........     53.3       31.2       12.6
  Cash provided by (used in):
    Trade receivables, net..........     (4.6)     (30.4)      (8.3)
    Inventories.....................      9.2      (23.3)     (17.9)
    Other current assets............     (8.0)       1.8       (4.8)
    Accounts payable................     23.9        4.6      (14.9)
    Accrued liabilities.............     53.5       32.2        7.0
                                      -------    -------    -------
       Net cash provided by
         operating activities.......    773.2      531.9      433.0
                                      -------    -------    -------

Cash flows from investing activities:
  Purchases of property, plant and
    equipment.......................   (162.7)    (130.8)    (209.9)
  Increase in marketable securities.        -          -     (131.3)
  Proceeds from maturities of
    marketable securities...........    129.6       87.7          -
  Proceeds from sales of marketable
    securities......................  1,018.8    1,505.8          -
  Purchases of marketable
    securities...................... (1,646.6)  (1,395.1)         -
  Cost to acquire company, net of
    cash acquired...................        -     (240.8)         -
  Increase in investments in
    affiliated companies............    (19.5)     (21.8)     (21.7)
  (Increase) decrease in other
    assets..........................    (13.7)       4.0      (27.0)
                                     --------   --------   --------
       Net cash used in investing
         activities................. $ (694.1)  $ (191.0)  $ (389.9)
                                     --------   --------   --------

                       See accompanying notes.
                      (Continued on next page)

                                 F-7


                             AMGEN INC.

          CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

            Years ended December 31, 1995, 1994 and 1993
                            (In millions)

                                       1995       1994       1993
                                     --------   --------    --------

Cash flows from financing activities:
  (Decrease) increase in commercial
    paper...........................   $(30.0)    $(10.1)    $109.8
  Repayment of long-term debt.......     (6.2)     (12.0)      (2.0)
  Proceeds from issuance of long-
    term debt.......................        -       12.5       53.0
  Net proceeds from issuance of
    common stock upon the exercise
    of stock options and in
    connection with an employee
    stock purchase plan.............    102.6       44.5       21.5
  Tax benefit related to stock
    options.........................     42.8       23.0       34.8
  Net proceeds from issuance of
    common stock upon the exercise
    of warrants.....................        -       15.3        5.9
  Repurchases of common stock.......   (285.7)    (300.5)    (207.4)
  Other.............................    (47.2)     (30.8)     (22.2)
                                     --------   --------   --------
       Net cash used in financing
         activities.................   (223.7)    (258.1)      (6.6)
                                     --------   --------   --------

(Decrease) increase in cash and cash
  equivalents.......................   (144.6)      82.8       36.5

Cash and cash equivalents at
  beginning of period...............    211.3      128.5       92.0
                                     --------   --------   --------

Cash and cash equivalents at end of
  period............................   $ 66.7     $211.3     $128.5
                                     ========   ========   ========

                       See accompanying notes.
                             
                                 F-8  

                             AMGEN INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 1995


1.   Summary of significant accounting policies

  Business


     Amgen Inc. ("Amgen" or the "Company") is a global  biotechnology
company that develops,  manufactures and  markets human  therapeutics
based on advanced cellular and molecular biology.

  Principles of consolidation

     The consolidated financial  statements include  the accounts  of
the Company and its wholly owned  subsidiaries as well as  affiliated
companies for which the Company has a controlling financial  interest
and exercises  control over  their operations  ("majority  controlled
affiliates").  All  material intercompany  transactions and  balances
have been  eliminated in  consolidation.   Investments in  affiliated
companies which are 50% or less owned and where the Company exercises
significant influence  over operations  are accounted  for using  the
equity method.  All other equity investments are accounted for  under
the cost  method.   The caption  "Loss of  affiliates, net"  includes
Amgen's equity in the operating  results of affiliated companies  and
the minority interest others hold in the operating results of Amgen's
majority controlled affiliates.

  Cash equivalents and marketable securities

     The  Company  considers  cash  equivalents  to  be  only   those
investments which are highly liquid, readily convertible to cash  and
which mature within three months from date of purchase.

     The Company  considers its  investment portfolio  available-for-
sale as  defined  in  Statement  of  Financial  Accounting  Standards
("SFAS") No. 115.  There were no material unrealized gains or  losses
nor any material  differences between the  estimated fair values  and
costs of securities in the investment portfolio at  December 31, 1995
and 1994.  For the year  ended December 31, 1995, realized gains and
losses totaled $8.0 million and $3.1 million, respectively.  For the
year ended  December 31, 1994, realized  gains  and  losses  totaled
$5.0 million and $21.1 million, respectively.  The cost of securities
sold is based on the specific identification method.  The cost of the
investment portfolio by  type of security,  contractual maturity  and
its classification in the balance sheet is as follows (in millions):

                                 F-9


                                                   December 31,
                                                1995        1994
                                             --------     --------
Type of security:

Corporate debt securities..................   $  486.8     $365.0
U.S. Treasury securities and obligations of
   U.S. government agencies................      459.3      170.9
Other interest bearing securities..........       81.3      151.6
                                              --------     ------
                                              $1,027.4     $687.5
                                              ========     ======

Contractual maturity:

Maturing in one year or less...............   $  219.4     $411.0
Maturing after one year through three years      569.4      132.8
Maturing after three years.................      238.6      143.7
                                              --------     ------
                                              $1,027.4     $687.5
                                              ========     ======

Classification in balance sheet:

Cash and cash equivalents..................   $   66.7     $211.3
Marketable securities......................      983.6      485.4
                                              --------     ------
                                               1,050.3      696.7
Less cash..................................      (22.9)      (9.2)
                                              --------     ------
                                              $1,027.4     $687.5
                                              ========     ======

     The Company invests its  cash in accordance  with a policy  that
seeks to maximize returns while  ensuring both liquidity and  minimal
risk of principal  loss.  The  policy limits  investments to  certain
types of  instruments issued  by institutions  with investment  grade
credit  ratings,   and   places  restrictions   on   maturities   and
concentration by  type and  issuer.   The majority  of the  Company's
portfolio is composed of fixed  income investments which are  subject
to the  risk  of  market interest  rate  fluctuations,  and  all  the
Company's investments  are  subject  to  risks  associated  with  the
ability of  the  issuers  to  perform  their  obligations  under  the
instruments.

                                F-10

  Inventories

     Inventories are stated at the lower of cost or market.  Cost  is
determined in  a manner  which approximates  the first-in,  first-out
(FIFO) method.  Inventories are shown net of applicable reserves  and
allowances.  Inventories consist of the following (in millions):

                                               December 31,
                                            1995         1994 
                                            -----        -----
       Raw materials......................  $11.8        $11.0
       Work in process....................   45.9         54.0
       Finished goods.....................   31.1         33.0
                                            -----        -----
                                            $88.8        $98.0
                                            =====        =====


  Depreciation and amortization

     Depreciation of buildings and  equipment is provided over  their
estimated  useful  lives  on   a  straight-line  basis.     Leasehold
improvements are amortized on a straight-line basis over the  shorter
of their estimated  useful lives  or lease  terms, including  periods
covered by options which are expected to be exercised.

  Product sales

     Product sales consist of two products, EPOGEN(R) (Epoetin  alfa)
and NEUPOGEN(R) (Filgrastim).

     Quarterly NEUPOGEN(R)  sales  volume  in the  United  States  is
influenced by  a  number  of  factors  including  underlying  demand,
seasonal  changes   in   cancer  chemotherapy   administration,   and
wholesaler inventory  management  practices.    Wholesaler  inventory
reductions tend to  reduce domestic  NEUPOGEN(R) sales  in the  first
quarter each year.  In prior years, NEUPOGEN(R) sales in the European
Union ("EU") have experienced a  seasonal decline to varying  degrees
in the third quarter.

     The Company has  the exclusive right  to sell  Epoetin alfa  for
dialysis, diagnostics and  all non-human uses  in the United  States.
The Company sells Epoetin alfa under the brand name EPOGEN(R).  Amgen
has granted  to Ortho  Pharmaceutical  Corporation, a  subsidiary  of
Johnson &  Johnson  ("Johnson  & Johnson"),  a  license  relating  to
Epoetin alfa for sales in the United States for all human uses except
dialysis and diagnostics.  Pursuant to  this license, Amgen does  not
recognize product sales it makes into the exclusive market of Johnson
& Johnson and  does recognize  the product  sales made  by Johnson  &
Johnson into  Amgen's exclusive  market.   These sales  amounts,  and
adjustments thereto, are derived  from third-party data on  shipments
to end users and their usage (see Note 5, "Contingencies - Johnson  &
Johnson arbitrations").

  Research and development costs

     Research  and  development  costs  are  expensed  as   incurred.
Payments related to the acquisition  of technology rights, for  which
                                F-11

development  work  is  in-process,  are  expensed  and  considered  a
component of research and development costs (Note 2).

  Foreign currency transactions

     The Company has a program to  manage foreign currency risk.   As
part of this program,  it has purchased  foreign currency option  and
forward contracts to hedge against  possible reductions in values  of
anticipated foreign  currency cash  flows over  the next  12  months,
primarily resulting from its sales in Europe.  At  December 31, 1995,
the Company had net option and forward contracts to exchange  foreign
currencies for  U.S.  dollars  of  $13.2 million and  $16.2  million,
respectively, all having maturities of one year or less.  The  option
contracts are  designated  and  effective as  hedges  of  anticipated
foreign currency transactions for  financial reporting purposes,  and
accordingly, the net gains on such contracts are deferred and will be
recognized in  the  same period  as  the hedged  transactions.    The
forward contracts do  not qualify as  hedges for financial  reporting
purposes, and  accordingly,  are  marked-to-market  with  changes  in
market values reflected directly in income.

     The Company has additional foreign currency forward contracts to
hedge certain exposures to  foreign currency fluctuations of  certain
receivables and  payables  denominated  in foreign  currencies.    At
December 31, 1995, the  Company  had forward  contracts  to  exchange
foreign currencies,  primarily  Swiss  francs, for  U.S.  dollars  of
$53.9 million, all having maturities  of six months  or less.   These
contracts are designated  and effective as  hedges, and  accordingly,
gains and losses  on these forward  contracts are  recognized in  the
same period  the offsetting  gains and  losses of  hedged assets  and
liabilities are realized and recognized.

  Interest rate swaps

     The Company has  two interest rate  swap agreements that  change
the nature of the  fixed rate interest paid  on $50.0 million of its
medium term debt securities  ("Medium Term Notes") outstanding  (Note
4).  Under  the first  agreement, the  Company pays  a variable  rate
(LIBOR) of  interest  in  exchange for  the  receipt  of  fixed  rate
interest payments of approximately 6.1%.  Under the second agreement,
the Company makes fixed rate interest payments of approximately  4.7%
and receives variable rate (LIBOR) interest payments at the same time
payments are exchanged under the  first agreement.  These  agreements
both have notional amounts of  $50.0 million, terminate in 1997,  and
involve the same counterparty.   The differential  in the fixed  rate
interest payments is  recognized as a  reduction of interest  expense
related to the debt.  The  related amounts payable to and  receivable
from the counterparty are recorded in accrued liabilities.  The  fair
values of the  swap agreements are  not recognized  in the  financial
statements.

  Interest

     Interest costs are  expensed as  incurred except  to the  extent
such interest is related to construction  in progress, in which  case
interest is capitalized.   Interest costs  capitalized for the  years
ended  December 31, 1995,  1994   and   1993,   were   $4.7  million,
$3.7 million and $4.0 million, respectively.
                                F-12

  Income taxes

     Effective January 1, 1993, the  Company adopted  SFAS No.  109,
"Accounting for  Income Taxes,"  which supersedes  SFAS No.  96.   As
permitted under this new accounting standard, prior years'  financial
statements have not  been restated.   Net income for  the year  ended
December 31, 1993, was increased  by $8.7 million, or $.03 per share
on a  primary and  fully diluted  basis,  to reflect  the  cumulative
effect of a  change in  accounting principle  to adopt  SFAS No.  109
(Note 6).

  Stock option and purchase plans

     The Company's stock options and purchase plans are accounted for
under Accounting  Principles Board  Opinion No.  25, "Accounting  for
Stock Issued to Employees" (Note 8).

  Earnings per share

     Earnings per share are computed in accordance with the  treasury
stock method.  Primary and fully diluted earnings per share are based
upon the weighted average number of common shares and dilutive common
stock equivalents during the period  in which they were  outstanding.
Common  stock  equivalents  include  outstanding  options  under  the
Company's stock  option plans  and outstanding  warrants to  purchase
shares of the Company's common stock.

  Use of estimates

     The preparation  of  financial  statements  in  conformity  with
generally accepted accounting principles requires management to  make
estimates and assumptions  that affect  the amounts  reported in  the
financial statements  and accompanying  notes.   Actual  results  may
differ from those estimates.

  Reclassification

     Certain prior year amounts have been reclassified to conform  to
the current year presentation.




2.   Business combination

     In December 1994, the Company acquired the outstanding stock of
Synergen, Inc. ("Synergen"),  a publicly  held biotechnology  company
engaged  in   the   discovery  and   development   of   protein-based
pharmaceuticals.  Synergen was acquired for $254.5 million, including
related acquisition  costs.   The assignment  of the  purchase  price
among identifiable tangible  and intangible  assets was  based on  an
analysis of the fair values of those assets.  Specifically, purchased
in-process  technology  was  evaluated   through  analysis  of   data
concerning each of Synergen's product candidates.  The fair values of
the identifiable  tangible and  intangible  assets acquired,  net  of
liabilities assumed, exceeded  the purchase  price, and  accordingly,
the values of the noncurrent assets (including in-process technology)
                                F-13

were reduced pro rata.  The  value assigned to in-process  technology
of $116.4 million was expensed on the acquisition date.

     This business  combination  has  been accounted  for  using  the
purchase method.   Therefore, the operating  results of Synergen  are
included  in  the  accompanying  consolidated  financial   statements
beginning in December 1994.


3.   Related party transactions

     The Company owns  a 50% interest  in Kirin-Amgen, Inc.  ("Kirin-
Amgen"), a  corporation  formed  in  1984  for  the  development  and
commercialization   of   certain    products   based   on    advanced
biotechnology.  Pursuant to the terms of agreements entered into with
Kirin-Amgen, the Company  conducts certain  research and  development
activities on behalf of Kirin-Amgen and is paid for such services  at
negotiated rates.  Included in  revenues from corporate partners  for
the years ended December 31, 1995, 1994 and 1993, are $72.6  million,
$58.6 million and  $41.2  million,  respectively,  related  to  these
agreements.

     In connection with its various agreements with Kirin-Amgen,  the
Company  has  been  granted  sole  and  exclusive  licenses  for  the
manufacture and  sale of  certain  products in  specified  geographic
areas of the world.   In return for  such licenses, the Company  paid
Kirin-Amgen stated amounts  upon the receipt  of the licenses  and/or
pays Kirin-Amgen royalties based  on sales.   During the years  ended
December 31, 1995, 1994 and  1993, Kirin-Amgen earned royalties  from
Amgen  of   $74.2  million,   $67.5   million  and   $53.1   million,
respectively, under such  agreements, which are  included in cost  of
sales in the accompanying consolidated statements of operations.

     At   December 31, 1995,   Amgen's   share    of   Kirin-Amgen's
undistributed retained earnings was approximately $50.4 million.

4.   Debt

     The Company has a commercial paper program which provides for 
unsecured short-term borrowings up to an aggregate of  $200 million.
Commercial paper  issued  under  this program  is  supported  by  the
Company's credit facility (discussed  below).  At  December 31, 1995,
$69.7 million  of  commercial  paper  was  outstanding  at  effective
interest rates averaging 5.8% and maturities of less than three months.
At December 31, 1994, $99.7 million of commercial paper was
outstanding at effective interest rates averaging 6.0% and maturities
of less than four months.

     Long-term debt consisted of the following (in millions):

                                                December 31,
                                              1995        1994
                                            -------      -------
       Medium Term Notes..................   $109.0       $113.0
       Promissory notes...................     68.2         68.2
       Other long-term obligations........        -          2.2
                                             ------       ------
                                             $177.2       $183.4
                                             ======       ======
                                F-14

     The Company has registered $200 million of unsecured Medium Term
Notes of which $109.0 million were outstanding at December  31, 1995.
These Medium Term Notes  mature in approximately  two to eight  years
and bear interest  at fixed rates  averaging 5.8%.   The Company  may
offer and  issue  these  securities from  time  to  time  with  terms
determined  by  market  conditions.     Under  the  terms  of   these
securities, the Company is required to meet certain debt to  tangible
net worth ratios.  In addition, these securities place limitations on
liens and sale/leaseback transactions.

     The Company's  promissory  notes,  which mature  in  1997,  were
issued  to   assist  in   financing  the   acquisition  and   related
construction of a manufacturing facility in Puerto Rico.  These notes
bear interest, which is payable quarterly,  at a floating rate  equal
to  81%  of  a  Eurodollar  base  rate,  not  to  exceed  12%.     At
December 31, 1995, the  effective interest  rate on  these notes  was
approximately 4.7%.

     In June 1995, the Company replaced its existing unsecured credit
facility  with  a  new   unsecured  credit  facility  (the   ``credit
facility'').  The credit  facility includes a commitment  expiring on
June 23, 2000 for up to $150 million of borrowings under a revolving
line of credit  (the "revolving  line commitment")  and a  commitment
expiring on December 5, 1997 for up to an  additional $73 million of
letters  of  credit.    As  of  December 31, 1995,  $150 million  was
available under the  revolving line commitment  for borrowing and  to
support  the  Company's  commercial  paper  program.    Also,  as  of
December 31, 1995, letters  of  credit  totaling  $72.4 million were
issued and outstanding to secure  the Company's promissory notes  and
accrued interest  thereon.    Borrowings  under  the  revolving  line
commitment bear interest at various rates which are a function of, at
the Company's option,  either the  prime rate  of a  major bank,  the
federal funds rate or a Eurodollar base rate.  Under the terms of the
credit facility, the Company is required  to meet a minimum  interest
coverage ratio and maintain  a minimum level  of tangible net  worth.
In addition, the credit facility contains limitations on investments,
liens and sale/leaseback transactions.

     The aggregate stated maturities of all long-term obligations due
subsequent  to  December 31, 1995,  are  as   follows:  none  - 1996;
$118.2 million - 1997;   $30.0 million - 1998;   $6.0 million - 1999;
none - 2000 and $23.0 million thereafter.

5.   Contingencies

  Johnson & Johnson arbitrations

     In September 1985, the  Company  granted  Johnson &  Johnson  a
license relating to certain patented  technology and know-how of  the
Company to sell  a genetically engineered  form of recombinant  human
erythropoietin, called Epoetin alfa, throughout the United States for
all human uses except  dialysis and diagnostics.   Johnson &  Johnson
sells Epoetin alfa under the brand name PROCRIT(R).

     A number of  disputes have arisen  between Amgen  and Johnson  &
                                F-15

Johnson as  to  their respective  rights  and obligations  under  the
various agreements between them, including the agreement granting the
license (the  "License Agreement").   These  disputes have  been  the
subject of arbitration  proceedings before  Judicial Arbitration  and
Mediation Services, Inc. in  Chicago, Illinois commencing in  January
1989.  A dispute that has not yet been resolved and is the subject of
the current arbitration proceeding  relates to the audit  methodology
currently employed  by  the Company  for  Epoetin alfa  sales.    The
Company and Johnson & Johnson are  required to compensate each  other
for Epoetin  alfa  sales which  either  party makes  into  the  other
party's exclusive  market.    The  Company  has  established  and  is
employing an audit  methodology to assign  the proceeds  of sales  of
EPOGEN(R)  and  PROCRIT(R)  in   Amgen's  and  Johnson  &   Johnson's
respective exclusive markets.  Based upon this audit methodology, the
Company is seeking payment of approximately $10 million from  Johnson
& Johnson for the  period 1989 through 1994.   Johnson & Johnson  has
disputed this methodology and is proposing an alternative methodology
for adoption  by  the arbitrator  pursuant  to which  it  is  seeking
payment of approximately  $419 million  for the  period 1989  through
1994.  If, as a result  of the arbitration proceeding, a  methodology
different from that currently employed  by the Company is  instituted
to assign the  proceeds of sales  between the parties,  it may  yield
results that are different from the results of the audit  methodology
currently employed by the Company.   As a result of the  arbitration,
it is possible that the Company would recognize a different level  of
EPOGEN(R) sales than are currently being recognized.  As a result  of
the arbitration,  the  Company  may be  required  to  pay  additional
compensation to Johnson & Johnson for sales during prior periods,  or
Johnson & Johnson may be required to pay compensation to the  Company
for such  prior period  sales.   While it  is impossible  to  predict
accurately or  determine  the  outcome of  these  proceedings,  based
primarily upon  the  merits of  its  claims and  based  upon  certain
liabilities established  due  to  the  inherent  uncertainty  of  any
arbitrated result, the  Company believes  that the  outcome of  these
proceedings will not have a material adverse effect on its  financial
statements.

     The trial is scheduled to  commence in March 1996 regarding the
audit methodologies and compensation for  sales by Johnson &  Johnson
into Amgen's  exclusive market  and sales  by  Amgen into  Johnson  &
Johnson's exclusive  market.   Discovery as  to  these issues  is  in
progress.

     The Company has filed a demand  in the arbitration to  terminate
Johnson & Johnson's rights under the License Agreement and to recover
damages for  breach of  the License  Agreement.   A hearing  on  this
demand will  be scheduled  following the  adjudication of  the  audit
methodologies for  Epoetin alfa  sales.   On  October 27,  1995,  the
Company filed  a  complaint in  the  Circuit Court  of  Cook  County,
Illinois, which is now  pending in the  United States District  Court
for the Northern  District of Illinois,  seeking an order  compelling
Johnson & Johnson  to arbitrate the  Company's claim for  termination
before the arbitrator.  The Company is unable to predict at this time
the outcome  of  the  demand  for termination  or  when  it  will  be
resolved.

     On October 2, 1995, Johnson  &  Johnson filed  a  demand for  a
separate  arbitration  proceeding  against  the  Company  before  the
                                F-16

American  Arbitration  Association  ("AAA")  in  Chicago,   Illinois.
Johnson &  Johnson  alleges  in this  demand  that  the  Company  has
breached the License Agreement.  The demand also includes allegations
of various antitrust violations.  In  this demand, Johnson &  Johnson
seeks an  injunction,  declaratory relief,  unspecified  compensatory
damages, punitive damages and costs.  The Company has filed a  motion
to  stay  the  arbitration  pending  the  outcome  of  the   existing
arbitration proceedings  before  Judicial Arbitration  and  Mediation
Services, Inc. discussed above.  The Company has also filed an answer
and counterclaim denying that AAA has jurisdiction to hear or  decide
the claims  stated in  the demand,  denying  the allegations  in  the
demand and counterclaiming for certain unpaid invoices.

  Synergen ANTRIL(TM) litigation

     Several lawsuits have  been filed against  the Company's  wholly
owned subsidiary,  Amgen  Boulder  Inc.  (formerly  Synergen,  Inc.),
alleging misrepresentations  in connection  with Synergen's  research
and development of ANTRIL(TM) for the treatment of sepsis.  One  suit
brought by three  Synergen stockholders alleges  violations of  state
securities laws, fraud and misrepresentation and seeks an unspecified
amount of compensatory damages and  punitive damages.  Another  suit,
proposed as  a  class  action,  filed  by  a  limited  partner  of  a
partnership with which  Synergen is affiliated,  seeks rescission  of
certain payments  made  to  one of  the  defendants  (or  unspecified
damages not  less than  $50 million) and  treble damages  based on  a
variety of allegations.  Broker-dealers who acted as market makers in
Synergen options  have  also  filed a  suit  claiming  in  excess  of
$3.2 million in trading losses.


     While it is not possible to predict accurately or determine  the
eventual outcome of  the Johnson &  Johnson arbitration  proceedings,
the Synergen litigation or various other legal proceedings (including
patent disputes)  involving  Amgen,  the Company  believes  that  the
outcome of these proceedings will not have a material adverse  effect
on its financial statements.

                                F-17

6.   Income taxes

     The provision  for  income  taxes  includes  the  following  (in
millions):

                                       Years ended December 31,
                                       1995      1994      1993
                                     --------  --------  --------
    Current provision:
       Federal (including U.S.
         possessions)..............    $211.5    $231.3    $165.8
       State.......................      21.3      34.9      25.9
                                       ------    ------    ------
         Total current provision...     232.8     266.2     191.7
                                       ------    ------    ------
    Deferred provision (benefit):
       Federal (including U.S.
         possessions)..............      25.1       0.5      19.7
       State.......................      (1.2)      1.9       6.4
                                       ------    ------    ------
         Total deferred provision..      23.9       2.4      26.1
                                       ------    ------    ------
                                       $256.7    $268.6    $217.8
                                       ======    ======    ======

     Deferred income  taxes  reflect  the  net  tax  effects  of  net
operating loss carryforwards  and temporary  differences between  the
carrying amounts of  assets and liabilities  for financial  reporting
purposes and the amounts used for  income tax purposes.   Significant
components of the Company's deferred  tax assets and liabilities  are
as follows (in millions):

                                                December 31,

                                             1995         1994
                                           --------     --------
  Deferred tax assets:
    Net operating loss carryforwards.....    $ 81.1      $ 89.5
    Expense accruals.....................      61.0        78.5
    Fixed assets.........................      23.2        17.0
    Research collaboration expenses......      17.4         8.0
    Royalty obligation buyouts...........      11.2        11.8
    Other................................      12.4        16.7
                                             ------      ------
       Total deferred tax assets.........     206.3       221.5

  Valuation allowance....................     (86.2)      (79.5)
                                             ------      ------
       Net deferred tax assets...........     120.1       142.0
                                             ------      ------
  Deferred tax liabilities:
    Purchase of technology rights........     (29.7)      (25.7)
    Other................................      (3.7)       (5.7)
                                             ------      ------
       Total deferred tax liabilities....     (33.4)      (31.4)
                                             ------      ------
                                              $86.7      $110.6
                                             ======      ======
                                F-18

     The net  change  in the  valuation  allowance for  deferred  tax
assets during the year ended December 31, 1995 was $6.7 million.

     At   December 31, 1995,   the   Company   had   operating   loss
carryforwards available to reduce future federal taxable income which
expire as follows (in millions):

                  1997 - 2002..........  $  0.9
                  2003 - 2006..........    19.9
                  2007.................    26.7
                  2008.................    81.2
                  2009.................    81.9
                                         ------
                                         $210.6
                                         ======

     These operating loss carryforwards relate to the acquisition  of
Synergen (Note 2).  Utilization of these operating loss carryforwards
is limited to approximately $16.0 million per year.

     The provision for income taxes varies from income taxes provided
based on the federal statutory rate of 35% as follows (in millions):

                                         Years ended December 31,
                                       1995       1994       1993
                                     --------   --------   --------
Statutory rate applied to income
  before income taxes..............    $278.0     $205.9     $207.3
State income taxes, net of federal
  income tax benefit...............      13.1       23.9       21.0
Benefit of Puerto Rico operations,
  net of Puerto Rico income taxes..     (27.8)         -          -
Write-off of purchased in-process
  technology not deductible........         -       40.7          -
Retroactive effects of enacted tax
  law changes......................         -          -       (9.6)
Other, net.........................      (6.6)      (1.9)       (.9)
                                       ------     ------     ------
                                       $256.7     $268.6     $217.8
                                       ======     ======     ======


     The tax  provision  for  the year  ended  December 31, 1993 was
reduced by $9.6 million due to changes in federal tax laws enacted in
August 1993.   This  amount principally  relates to  the  retroactive
reinstatement of  research and  experimentation and  orphan drug  tax
credits to July 1, 1992.

     Income taxes paid during the years ended December 31, 1995, 1994
and 1993, totaled $100.8 million, $234.2 million and $146.3  million,
respectively.

                                F-19

7.   Stockholders' equity

     On January 24, 1989, the Company's Board of Directors declared a
dividend of  one  common  share purchase  right  ("Right")  for  each
outstanding  share  of  common  stock.     The  Rights  will   become
exercisable 10 days after a person acquires 10% or more of the common
stock, or 10 days after a person announces a tender offer which would
result in such  person acquiring  10% or  more of  the common  stock.
Subject to  certain conditions,  the Rights  may be  redeemed by  the
Board of  Directors.   The current  redemption  price is  $.0008  per
Right,  subject  to   adjustment.     The  Rights   will  expire   on
January 24, 1999.

     Under certain  circumstances, if  an acquirer  purchases 10%  or
more of  the Company's  outstanding  common stock,  each  Rightholder
(other than the acquirer) is entitled  for a specified period to  buy
shares of common  stock of  the Company at  50% of  the then  current
market price.  The number of shares which a holder may purchase  upon
exercise will be  determined by a  formula which  includes a  current
exercise price  of $80  per  share, subject  to  adjustment.   If  an
acquirer purchases at least  10% of the  Company's common stock,  but
has not  achieved a  50% stake,  the Board  may exchange  the  Rights
(other than the acquirer's Rights) for one share of common stock  per
Right.  In addition, under certain  circumstances, if the Company  is
involved in a merger  or other business combination  where it is  not
the surviving corporation,  a Rightholder  may buy  shares of  common
stock of the  acquiring company  at 50%  of the  then current  market
value.

     In connection with the sale of limited partnership interests  in
Amgen Clinical  Partners,  L.P. (the  "Limited  Partnership"),  Amgen
issued warrants  to the  limited  partners to  purchase  36.3 million
shares of its common  stock in exchange for  the options to  purchase
the  limited  partners'   interests  in   the  Limited   Partnership.
Substantially all warrants were  exercised prior to their  expiration
on June 30, 1994.

     In addition to  common stock, the  Company's authorized  capital
also includes  5.0 million shares  of  preferred  stock,  $.0001  par
value.   At  December 31, 1995, no  shares  of preferred  stock  were
issued or outstanding.

     At December 31, 1995, the  Company  had reserved  394.4  million
shares of its  common stock  which may  be issued  through its  stock
option  and  stock  purchase  plans   and  in  connection  with   the
stockholder Rights agreement.

     The Company  has  a  stock  repurchase  program  to  offset  the
dilutive effect  of  its  employee benefit  stock  option  and  stock
purchase plans.  Stock repurchased under the program is retired.   As
of December 31, 1995, the Company was authorized to repurchase up to
$450 million of its stock during 1996.

     In July 1995, the  Board of  Directors  approved a  two-for-one
split of the  Company's common stock  effected in the  form of a  100
percent  stock   dividend.     The   dividend  was   distributed   on
August 15, 1995,  to  stockholders   of  record  on   August 1, 1995.
Accordingly, all share information  in the accompanying  consolidated
                                F-20

financial statements and notes thereto have been retroactively adjusted
to give recognition to this stock split.

8.   Stock option and purchase plans

     The Company's  stock  option  plans provide  for  option  grants
designated as either  nonqualified or incentive  stock options.   The
options generally vest over a three to five year period and generally
expire seven years from the date of grant.  In general, stock  option
grants are set at the closing price of the Company's common stock  on
the date  of  grant.    As  of  December 31, 1995, the  Company  had
26.3 million shares of common stock available for future grant  under
its stock option plans.

     Most U.S. employees and certain  employees outside the U.S.  are
eligible to receive a  grant of stock  options periodically with  the
number of shares generally determined by the employee's salary grade,
performance  level  and  the  stock  price.    In  addition,  certain
management and professional level employees normally receive a  stock
option grant  upon  hire.   Non-employee  directors  of  the  Company
receive a grant of stock options annually.

     Stock option information  with respect to  all of the  Company's
stock option plans follows (in millions, except price information):

                                              Exercise Price
                                         ------------------------
                                                          Weighted
                                Shares     Low     High   Average
                                ------     ---     ----   --------
  Balance December 31, 1992,
    unexercised...............    30.2    $ 1.76  $38.88   $11.09
       Granted................     8.0    $16.06  $35.31   $18.93
       Exercised..............    (4.5)   $ 1.76  $30.50   $ 4.62
       Cancelled..............    (0.6)   $ 2.25  $38.38   $15.21
                                  ----
  Balance December 31, 1993,
    unexercised...............    33.1    $ 1.76  $38.88   $13.72
       Granted................     8.5    $17.68  $29.50   $22.07
       Exercised..............    (5.6)   $ 1.93  $28.00   $ 6.95
       Cancelled..............    (1.0)   $ 3.69  $37.38   $21.92
                                  ----
  Balance December 31, 1994,
    unexercised...............    35.0    $ 1.76  $38.88   $16.58
       Granted................     7.1    $28.94  $58.88   $39.62
       Exercised..............    (8.1)   $ 1.93  $38.88   $12.87
       Cancelled..............    (1.0)   $ 2.25  $39.88   $19.86
                                  ----
  Balance December 31, 1995,
    unexercised...............    33.0    $ 1.76  $58.88   $22.35
                                  ====

     At December 31, 1995, stock  options  to purchase  15.7  million
shares were exercisable.
                                F-21

     The Company  has an  employee stock  purchase plan  whereby,  in
accordance with Section  423 of the  Internal Revenue Code,  eligible
employees may  authorize payroll  deductions of  up to  10% of  their
salary to purchase shares of the Company's common stock at the  lower
of 85% of the fair market value of common stock on the first or  last
day of  the  offering  period.    During  each  of  the  years  ended
December 31, 1995, 1994  and 1993,  approximately 0.2 million shares
were purchased by employees at prices of approximately $24.76, $20.88
and $21.04  per  share,  respectively.    At  December 31, 1995, the
Company had 5.1 million shares available  for future issuance  under
this plan.

9.   Balance sheet accounts

  Property, plant and equipment consist of the following (in millions):

                                               December 31,
                                           1995         1994
                                         --------     --------
  Land.................................  $   59.1       $ 58.4
  Buildings............................     404.5        330.2
  Manufacturing equipment..............      59.2         53.2
  Laboratory equipment.................     148.9        123.6
  Furniture and office equipment.......     200.4        137.6
  Leasehold improvements...............      55.7         53.7
  Construction in progress.............     105.6        116.7
                                         --------      ------
                                          1,033.4        873.4
  Less accumulated depreciation and
     amortization......................    (289.6)      (208.1)
                                         --------      ------
                                         $  743.8       $665.3
                                         ========      ======

  Other accrued liabilities consist of the following (in millions):

                                               December 31,

                                           1995         1994
                                         --------     --------
  Income taxes.........................    $124.4       $ 35.0
  Employee compensation and benefits...      70.8         63.4
  Sales incentives, royalties and
    allowances.........................      65.5         60.0
  Due to affiliated companies and
     corporate partners................      54.9         51.8
  Legal costs..........................      33.4         60.7
  Clinical costs.......................      18.3         29.9
  Other................................      92.4        105.4
                                           ------       ------
                                           $459.7       $406.2
                                           ======       ======

                                F-22

10.  Fair values of financial instruments

     The following is information concerning the fair values of  each
class of financial instruments at December 31, 1995:

  Cash, cash equivalents and marketable securities

     The carrying amounts  of cash, cash  equivalents and  marketable
securities approximate  their  fair  values.   Fair  values  of  cash
equivalents and  marketable securities  are  based on  quoted  market
prices.

  Debt

     The carrying  value of  commercial paper  approximates its  fair
value due to the short maturity of these liabilities.  The fair value
of Medium Term Notes was approximately $110 million.  This amount was
estimated based on quoted market  rates for instruments with  similar
terms and remaining maturities.  The carrying value of the promissory
notes approximates  its fair  value since  the interest  rate on  the
notes is reset quarterly.

  Interest rate swap agreements

     The fair  values  of  interest rate  swap  agreements  were  not
significant based on  estimated amounts that  the counterparty  would
receive or pay to terminate the  swap agreements taking into  account
current interest rates.

  Foreign currency contracts

     The fair values  of the foreign  currency forward contracts  and
purchased foreign  currency  option contracts  were  not  significant
based on quoted market rates.

11.  Major customers

     Amgen  has  chosen  to  use  major  wholesale  distributors   of
pharmaceutical products as  the principal means  of distributing  the
Company's products to clinics, hospitals and pharmacies.  The Company
performs  periodic  credit  evaluations   of  its  large   customers'
financial condition and  generally requires no  collateral.  For  the
years ended  December 31, 1995, 1994  and 1993,  sales to  two  large
wholesale distributors as a percentage of total revenues were 21% and
15%, 22% and 16%, and 23% and 10%, respectively.

                                F-23

12.  Geographic information

     Information about the Company's operations in the United  States
and its possessions, Europe,  and other international markets,  which
include Canada, Australia and Japan is as follows (in millions):

                                          Years ended December 31,
                                        1995        1994         1993
                                    ----------   ----------   ----------
Sales to unaffiliated customers:
  United States and possessions...   $1,546.1     $1,333.8    $1,130.0
  Europe..........................      254.7        193.0       165.7
  Other...........................       17.8         22.8        10.6

Transfers between geographic areas:
  United States and possessions...       12.6         15.7         5.4
  Other revenue...................      121.3         98.3        67.5
  Adjustments and eliminations....      (12.6)       (15.7)       (5.4)
                                     --------     --------    --------
                                     $1,939.9     $1,647.9    $1,373.8
                                     ========     ========    ========


                                         Years ended December 31,
                                      1995        1994         1993
                                    --------    --------     --------
Operating profit (loss):
  United States and possessions...    $801.7       $624.0      $592.9
  Europe..........................      75.7         50.3        35.8
  Other...........................     (33.1)       (25.6)      (14.9)
Adjustments and eliminations......      (1.7)        (2.8)        1.0
                                      ------       ------      ------
Total operating profit............     842.6        645.9       614.8
Interest and other income.........      50.8          9.5        21.0
Loss of affiliates, net...........     (53.3)       (31.2)      (12.6)
General corporate expenses........     (45.7)       (35.9)      (30.8)
                                      ------       ------      ------
Income before income taxes and
  cumulative effect of a change
  in accounting principle.........    $794.4       $588.3      $592.4
                                      ======       ======      ======

     Operating  profit  (loss)  represents  revenue  less   operating
expenses directly related to each geographic area.  Operating  profit
(loss) excludes interest  and other income,  loss of affiliates,  net
and other expenses attributable to general corporate operations.

     Included in the operating profit for  the United States and  its
possessions is  a write-off  of  in-process technology  purchased  of
$116.4 million for the year ended December 31, 1994 and a legal award
of $13.9 million for  the  year ended  December  31, 1993.   Loss  of
affiliates,  net  includes  the  minority  interest  in  earnings  of
majority   controlled   European    affiliates   of    $50.7 million,
$30.9 million    and    $22.2 million    for    the    years    ended
December 31, 1995, 1994 and 1993, respectively.

                                F-24

     Information about  the  Company's identifiable  assets  in  each
geographic area is as follows (in millions):

                                               December 31,
                                            1995         1994
                                         ----------   ----------
  Identifiable assets:
     United States and possessions......  $  964.0     $  906.4
     Europe.............................      70.5         50.7
     Other..............................      16.3         22.3
  Adjustments and eliminations..........       1.7         (2.8)
                                          --------     --------
  Total identifiable assets.............   1,052.5        976.6
  Corporate assets including equity
     method investments.................   1,380.3      1,017.5
                                          --------     --------
  Total assets..........................  $2,432.8     $1,994.1
                                          ========     ========

     Identifiable assets are  those assets  of the  Company that  are
identified with the  operations in  each geographic  area.   Europe's
identifiable assets  include  accounts  receivable  of  approximately
$54.7 million and $34.4  million as of  December 31,  1995 and  1994,
respectively, denominated in foreign  currencies.  Corporate  assets,
which  are  excluded  from   identifiable  assets,  are   principally
comprised of cash,  cash equivalents and  marketable securities.   At
December 31, 1995 and  1994, total international assets  approximated
$124.6  million   and   $93.8  million,   respectively,   and   total
international  liabilities  approximated  $22.2  million  and   $16.6
million, respectively.

13.  Quarterly financial  data (unaudited,  in millions,  except  per
     share data):

1995 Quarter Ended   Dec. 31      Sept. 30      June 30       Mar. 31
- ------------------   -------      -------       -------      -------
Product sales......   $484.2      $460.6        $462.6        $411.2
Gross margin from
  product sales....    418.4       396.5         386.2         344.6
Net income.........    145.6       145.8         137.7         108.6
Earnings per
  share:
  Primary..........      .52         .52           .49           .39
  Fully diluted....      .51         .51           .49           .39

1994 Quarter Ended   Dec. 31      Sept. 30      June 30       Mar. 31
- ------------------   -------      -------       -------      -------
Product sales......   $413.6      $401.7        $388.6        $345.7
Gross margin from
  product sales....    352.3       342.6         324.2         292.4
Net income.........      4.8 (1)   114.0         107.4          93.5
Earnings per
  share:
  Primary..........      .02         .41           .38           .33
  Fully diluted....      .02         .41           .38           .33


     (1)  During the fourth quarter  of 1994, net income was  reduced
by $116.4 million due  to  the  write-off of  in-process  technology
purchased in connection with the acquisition of Synergen (Note 2).
      
                                  F-25

                                                          SCHEDULE II
                             AMGEN INC.

                         VALUATION ACCOUNTS

            Years ended December 31, 1995, 1994 and 1993
                           (In  millions)


                                      Additions
                              Balance  Charged             Balance
                                at     to Costs             at End
                             Beginning   and                  of
                             of Period Expenses  Deductions Period
                             --------  --------  ---------- -------


  Allowance   for   doubtful
accounts....................    $13.3      $5.4      $4.9    $13.8

  Allowance   for   doubtful                
accounts....................    $12.2      $1.5      $0.4    $13.3

  Allowance   for   doubtful
accounts....................    $11.8      $0.9      $0.5    $12.2
         
                                     F-26



                                                                 EXHIBIT 11


                                AMGEN INC.

                     COMPUTATION OF PER SHARE EARNINGS
                            PRIMARY COMPUTATION

               Years ended December 31, 1995, 1994 and 1993
                   (In millions, except per share data)


                                                1995      1994      1993
                                              -------   -------   -------
   Income before cumulative effect of a
      change in accounting principle........   $537.7    $319.7    $374.6

   Cumulative effect of a change in
      accounting principle..................        -         -       8.7
                                               ------    ------    ------
   Net income...............................   $537.7    $319.7    $383.3
                                               ======    ======    ======
   Applicable common and common stock
      equivalent shares:

      Weighted average shares of common
        stock outstanding during the period.    265.0     266.3     270.5

      Incremental number of shares
        outstanding during the period
        resulting from the assumed
        exercises of stock options and          
        warrants............................     15.7      13.3      16.7
                                               ------    ------    ------
   Weighted average shares of common stock
      and common stock equivalents
      outstanding during the period.........    280.7     279.6     287.2
                                               ======    ======    ======
   Earnings per common share primary:

      Income before cumulative effect of a
        change in accounting principle......   $ 1.92    $ 1.14    $ 1.30

      Cumulative effect of a change in
        accounting principle................        -         -       .03
                                               ------    ------    ------
   Net income...............................   $ 1.92    $ 1.14    $ 1.33
                                               ======    ======    ======



                                                                 EXHIBIT 11


                                AMGEN INC.

                     COMPUTATION OF PER SHARE EARNINGS
                         FULLY DILUTED COMPUTATION

               Years ended December 31, 1995, 1994 and 1993
                   (In millions, except per share data)

                                                1995      1994      1993
                                              -------   -------   -------
   Income before cumulative effect of a
      change in accounting principle........   $537.7    $319.7    $374.6

   Cumulative effect of a change in
      accounting principle..................        -         -       8.7
                                               ------    ------    ------
   Net income...............................   $537.7    $319.7    $383.3
                                               ======    ======    ======
   Applicable common and common stock
      equivalent shares:

      Weighted average shares of common
        stock outstanding during the period.    265.0     266.3     270.5

      Incremental number of shares
        outstanding during the period
        resulting from the assumed
        exercises of stock options and          
        warrants............................     20.3      15.9      18.1
                                               ------    ------    ------
   Weighted average shares of common stock
      and common stock equivalents
      outstanding during the period........     285.3     282.2     288.6
                                               ======    ======    ======
   Earnings per common share primary:

      Income before cumulative effect of a
        change in accounting principle.....    $ 1.88    $ 1.13    $ 1.30

      Cumulative effect of a change in
        accounting principle...............         -         -       .03
                                               ------    ------    ------
   Net income..............................    $ 1.88    $ 1.13    $ 1.33
                                               ======    ======    ======


                              AMGEN INC.


                              Exhibit 21


SUBSIDIARY                         STATE OF INCORPORATION
(Name under which                  OR
subsidiary does business)          ORGANIZATION          


Amgen Australia Pty Limited        Australia

Amgen AB                           Sweden

Amgen-Biofarmaceutica, Lda.        Portugal

Amgen Boulder Development          
     Corporation                   Colorado  

Amgen Boulder Inc.                 Delaware

Amgen Boulder Production           
     Corporation                   Colorado

Amgen B.V.                         The Netherlands

Amgen Canada Inc.                  Canada

Amgen Development Corporation      Delaware

Amgen (Europe) AG                  Switzerland

Amgen GmbH                         Austria

Amgen GmbH                         Germany

Amgen Greater China, Ltd.          Hong Kong

Amgen Holding, Inc.                California

Amgen International Inc.           Delaware

Amgen Kabushiki Kaisha             Japan

Amgen Limited                      United Kingdom

Amgen Puerto Rico, Inc.            Delaware

Amgen N.V.                         Belgium

Amgen Sales Corporation            Barbados

Amgen S.A.                         France


SUBSIDIARY                         STATE OF INCORPORATION
(Name under which                  OR
subsidiary does business)          ORGANIZATION


Amgen S.A.                         Spain

Amgen S.p.A.                       Italy

Kirin-Amgen, Inc.                  Delaware

Synergen B.V.                      The Netherlands

Synergen Europe, Inc.              Colorado


                               EXHIBIT



                              AMGEN INC.

          AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


     1.   PURPOSE.

          (a)  The purpose of the Amgen Inc. Employee Stock Purchase

Plan (the "Plan") is to provide a means by which employees of Amgen

Inc., a Delaware corporation (the "Company"), and its Affiliates, as

defined in subparagraph 1(b), which are designated as provided in

subparagraph 2(b), may be given an opportunity to purchase stock of

the Company.

          (b)  The word "Affiliate" as used in the Plan means any

parent corporation or subsidiary corporation of the Company, as those

terms are defined in Sections 424(e) and (f), respectively, of the

Internal Revenue Code of 1986, as amended (the "Code").

          (c)  The Company, by means of the Plan, seeks to retain the

services of its employees, to secure and retain the services of new

employees, and to provide incentives for such persons to exert maximum

efforts for the success of the Company.





          (d)  The Company intends that the rights to purchase stock

of the Company granted under the Plan be considered options issued

under an "employee stock purchase plan" as that term is defined in

Section 423(b) of the Code.


     2.   ADMINISTRATION.

          (a)  The Plan shall be administered by the Board of

Directors (the "Board") of the Company unless and until the Board

delegates administration to a Committee, as provided in subparagraph

2(c).  Whether or not the Board has delegated administration, the

Board shall have the final power to determine all questions of policy

and expediency that may arise in the administration of the Plan.

          (b)  The Board shall have the power, subject to, and within

the limitations of, the express provisions of the Plan:

               (i)   To determine when and how rights to purchase

stock of the Company shall be granted and the provisions of each

offering of such rights (which need not be identical).

               (ii)  To designate from time to time which Affiliates

of the Company shall be eligible to participate in the Plan.



               (iii) To construe and interpret the Plan and rights

granted under it, and to establish, amend and revoke rules and

regulations for its administration.  The Board, in the exercise of

this power, may correct any defect, omission or inconsistency in the

Plan, in a manner and to the extent it shall deem necessary or

expedient to make the Plan fully effective.

               (iv)  To amend the Plan as provided in paragraph 13.

               (v)   Generally, to exercise such powers and to

perform such acts as the Board deems necessary or expedient to promote

the best interests of the Company.

          (c)  The Board may delegate administration of the Plan to a

Committee composed of not fewer than three (3) members of the Board

(the "Committee").  If administration is delegated to a Committee, the

Committee shall have, in connection with the administration of the

Plan, the powers theretofore possessed by the Board, subject, however,

to such resolutions, not inconsistent with the provisions of the Plan,

as may be adopted from time to time by the Board. The Board may

abolish the Committee at any time and revest in the Board the

administration of the Plan.

     3.   SHARES SUBJECT TO THE PLAN.

          (a)  Subject to the provisions of paragraph 12 relating to

adjustments upon changes in stock, the stock that may be sold pursuant

to rights granted under the Plan shall not exceed in the aggregate six

million (6,000,000)(1) shares of the Company's $.0001 par value common

stock (the "Common Stock").  If any right granted under the Plan shall

for any reason terminate without having been exercised, the Common

Stock not purchased under such right shall again become available for

the Plan.

          (b)  The stock subject to the Plan may be unissued shares or

reacquired shares, bought on the market or otherwise.

     4.   GRANT OF RIGHTS; OFFERING.

          The Board or the Committee may from time to time grant or

provide for the grant of rights to

- --------------------

(1)  As adjusted for the two-for-one split of the Company's Common

Stock effected in the form of a 100% stock dividend, payable on August

15, 1995 to stockholders of record on August 1, 1995.



purchase Common Stock of the Company under the Plan to eligible

employees (an "Offering") on a date or dates

(the "Offering Date(s)") selected by the Board or the

Committee.  Each Offering shall be in such form and shall contain such

terms and conditions as the Board or the Committee shall deem

appropriate.  If an employee has more than one right outstanding under

the Plan, unless he or she otherwise indicates in agreements or

notices delivered hereunder:  (1) each agreement or notice delivered

by that employee will be deemed to apply to all of his or her rights

under the Plan, and (2) a right with a lower exercise price (or an

earlier-granted right, if two rights have identical exercise prices),

will be exercised to the fullest possible extent before a right with a

higher exercise price (or a later-granted right, if two rights have

identical exercise prices) will be exercised.  The provisions of

separate Offerings need not be identical, but each Offering shall

include (through incorporation of the provisions of this Plan by

reference in the Offering or otherwise) the substance of the

provisions contained in paragraphs 5 through 8, inclusive.



     5.   ELIGIBILITY.

          (a)  Rights may be granted only to employees of the Company

or, as the

 Board or the Committee may designate as provided in subparagraph

2(b), to employees of any Affiliate of the Company.  Except as

provided in subparagraph 5(b), an employee of the Company or any

Affiliate shall not be eligible to be granted rights under the Plan,

unless, on the Offering Date, such employee has been in the employ of

the Company or any Affiliate for such continuous period preceding such

grant as the Board or the Committee may require, but in no event shall

the required period of continuous employment be equal to or greater

than two (2) years.  In addition, unless otherwise determined by the

Board or the Committee and set forth in the terms of the applicable

Offering, no employee of the Company or any Affiliate shall be

eligible to be granted rights under the Plan, unless, on the Offering

Date, such employee's customary employment with the Company or such

Affiliate is at least twenty (20) hours per week and at least five (5)

months per calendar year.



          (b)  The Board or the Committee may provide that, each

person who, during the course of an Offering, first becomes an

eligible employee of the Company or designated Affiliate will, on a

date or dates specified in the Offering which coincides with the day

on which such person becomes an eligible employee or occurs

thereafter, receive a right under that Offering, which right shall

thereafter be deemed to be a part of that Offering.  Such right shall

have the same characteristics as any rights originally granted under

that Offering, as described herein, except that:

               (i)   the date on which such right is granted shall be

the "Offering Date" of such right for all purposes, including

determination of the exercise price of such right, provided, however,

that if the fair market value of the Common Stock on the date on which

such right is granted is less than the fair market value of the Common

Stock on the first day of the Offering, then, solely for the purpose

of determining the exercise price of such right, the first day of the

Offering shall be the "Offering Date" for such right;

               (ii)  the Purchase Period (as defined below) for such

right shall begin on its Offering Date and end coincident with the end

of such Offering; and



               (iii) the Board or the Committee may provide that if

such person first becomes an eligible employee within a specified

period of time before the end of the Purchase Period (as defined

below) for such Offering, he or she will not receive any right under

that Offering.

          (c)  No employee shall be eligible for the grant of any

rights under the Plan if, immediately after any such rights are

granted, such employee owns stock possessing five percent (5%) or more

of the total combined voting power or value of all classes of stock of

the Company or of any Affiliate.  For purposes of this subparagraph

5(c), the rules of Section 424(d) of the Code shall apply in

determining the stock ownership of any employee, and stock which such

employee may purchase under all outstanding rights and options shall

be treated as stock owned by such employee.

          (d)  An eligible employee may be granted rights under the

Plan only if such rights, together with any other rights granted under

"employee stock purchase plans" of the Company and any Affiliates, as

specified by Section 423(b)(8) of the Code, do not permit such

employee's rights to purchase stock of the Company or



any Affiliate to accrue at a rate which exceeds twenty-five thousand

dollars ($25,000) of fair market value of such stock (determined at

the time such rights are granted) for each calendar year in which such

rights are outstanding at any time.

          (e)  Officers of the Company shall be eligible to

participate in Offerings under the Plan, provided, however, that the

Board may provide in an Offering that certain employees who are highly

compensated employees within the meaning of Section 423(b)(4)(D) of

the Code shall not be eligible to participate.

     6.   RIGHTS; PURCHASE PRICE.

          (a)  On each Offering Date, each eligible employee, pursuant

to an Offering made under the Plan, shall be granted the right to

purchase up to the number of shares of Common Stock of the Company

purchasable with a percentage designated by the Board or the Committee

not exceeding fifteen percent (15%) of such employee's Earnings (as

defined in Section 7(a)) during the period which begins on the

Offering Date (or such later date as the Board or the Committee

determines for a particular Offering) and ends on the date stated in

the Offering, which date shall be no more than twenty-seven (27)

months after the Offering Date (the "Purchase



Period").  In connection with each Offering made under this Plan, the

Board or the Committee shall specify a maximum number of shares which

may be purchased by any employee as well as a maximum aggregate number

of shares which may be purchased by all eligible employees pursuant to

such Offering.  In addition, in connection with each Offering which

contains more than one Exercise Date (as defined in the Offering), the

Board or the Committee may specify a maximum aggregate number of

shares which may be purchased by all eligible employees on any given

Exercise Date under the Offering.  If the aggregate purchase of shares

upon exercise of rights granted under the Offering would exceed any

such maximum aggregate number, the Board or the Committee shall make a

pro rata allocation of the shares available in as nearly a uniform

manner as shall be practicable and as it shall deem to be equitable.

          (b)  The purchase price of stock acquired pursuant to rights

granted under the Plan shall be not less than the lesser of:

               (i)   an amount equal to eighty-five percent (85%) of

the fair market value of the stock on the Offering Date; or



               (ii)  an amount equal to eighty-five percent (85%) of

the fair market value of the stock on the Exercise Date.

          (c)  Each eligible employee shall have the same rights and

privileges under the Plan, except as allowed under Section 423(b)(5)

of the Code.

     7.   PARTICIPATION; WITHDRAWAL; TERMINATION.

          (a)  An eligible employee may become a participant in an

Offering by delivering a participation agreement to the Company within

the time specified in the Offering, in such form as the Company

provides.  Each such agreement shall authorize payroll deductions of

up to the maximum percentage specified by the Board or the Committee

of such employee's Earnings during the Purchase Period.  "Earnings" is

defined as the total compensation paid to an employee, including all

salary, wages (including amounts elected to be deferred by the

employee, that would otherwise have been paid, under any cash or

deferred arrangement established by the Company), overtime pay,

commissions, bonuses, and other remuneration paid directly to the

employee, but excluding profit sharing, the cost of employee benefits

paid for by the Company, education or tuition reimbursements, imputed

income arising under any Company



group insurance or benefit program, traveling expenses, business and

moving expense reimbursements, income received in connection with

stock options, contributions made by the Company under any employee

benefit plan, and similar items of compensation.  The payroll

deductions made for each participant shall be credited to an account

for such participant under the Plan and shall be deposited with the

general funds of the Company.  A participant may reduce (including to

zero), increase or begin such payroll deductions after the beginning

of any Purchase Period only as provided for in the Offering.  A

participant may make additional payments into his or her account only

if specifically provided for in the Offering and only if the

participant has not had the maximum amount withheld during the

Purchase Period.

          (b)  At any time during a Purchase Period a participant may

terminate his or her payroll deductions under the Plan and withdraw

from the Offering by delivering to the Company a notice of withdrawal

in such form as the Company provides.  Such withdrawal may be elected

at any time prior to the end of the Purchase Period except as provided

by the Board or the Committee in the Offering.  Upon such withdrawal

from the Offering by a participant, the Company shall distribute to

such participant all of his or her accumulated payroll



deductions (reduced to the extent, if any, such deductions have been

used to acquire stock for the participant) under the Offering, without

interest, and such participant's interest in that Offering shall be

automatically terminated.  A participant's withdrawal from an Offering

will have no effect upon such participant's eligibility to participate

in any other Offerings under the Plan but such participant will be

required to deliver a new participation agreement in order to

participate in subsequent Offerings under the Plan.

          (c)  Rights granted pursuant to any Offering under the Plan

shall terminate immediately upon cessation of any participating

employee's employment with the Company or an Affiliate, for any

reason, and the Company shall distribute to such terminated employee

all of his or her accumulated payroll deductions (reduced to the

extent, if any, such deductions have been used to acquire stock for

the terminated employee), under the Offering, without interest.

          (d)  Rights granted under the Plan shall not be

transferable, and shall be exercisable only by the person to whom such

rights are granted.



     8.   EXERCISE.

          (a)  On each exercise date, as defined in the relevant

Offering (an "Exercise Date"), each participant's accumulated payroll

deductions and other additional payments specifically provided for in

the Offering (without any increase for interest) will be applied to

the purchase of whole shares of stock of the Company, up to the

maximum number of shares permitted pursuant to the terms of the Plan

and the applicable Offering, at the purchase price specified in the

Offering.  No fractional shares shall be issued upon the exercise of

rights granted under the Plan.  The amount, if any, of accumulated

payroll deductions remaining in each participant's account after the

purchase of shares which is less than the amount required to purchase

one share of stock on the final Exercise Date of an Offering shall be

held in each such participant's account for the purchase of shares

under the next Offering under the Plan, unless such participant

withdraws from such next Offering, as provided in subparagraph 7(b),

or is no longer eligible to be granted rights under the Plan, as

provided in paragraph 5, in which case such amount shall be

distributed to the participant after said final Exercise Date, without

interest.  The amount, if any, of accumulated payroll deductions

remaining in any



participant's account after the purchase of shares which is equal to

the amount required to purchase whole shares of stock on the final

Exercise Date of an Offering shall be distributed in full to the

participant after such Exercise Date, without interest.

          (b)  No rights granted under the Plan may be exercised to

any extent unless the Plan (including rights granted thereunder) is

covered by an effective registration statement pursuant to the

Securities Act of 1933, as amended (the "Securities Act").  If on an

Exercise Date of any Offering hereunder the Plan is not so registered,

no rights granted under the Plan or any Offering shall be exercised on

said Exercise Date and the Exercise Date shall be delayed until the

Plan is subject to such an effective registration statement, except

that the Exercise Date shall not be delayed more than two (2) months

and the Exercise Date shall in no event be more than twenty-seven (27)

months from the Offering Date.  If on the Exercise Date of any

Offering hereunder, as delayed to the maximum extent permissible, the

Plan is not registered, no rights granted under the Plan or any

Offering shall be exercised and all payroll deductions accumulated

during the purchase period (reduced to the extent, if any, such

deductions have been used to acquire stock) shall be distributed to

the participants, without interest.



     9.   COVENANTS OF THE COMPANY.

          (a)  During the terms of the rights granted under the Plan,

the Company shall keep available at all times the number of shares of

stock required to satisfy such rights.

          (b)  The Company shall seek to obtain from each regulatory

commission or agency having jurisdiction over the Plan such authority

as may be required to issue and sell shares of stock upon exercise of

the rights granted under the Plan.  If, after reasonable efforts, the

Company is unable to obtain from any such regulatory commission or

agency the authority which counsel for the Company deems necessary for

the lawful issuance and sale of stock under the Plan, the Company

shall be relieved from any liability for failure to issue and sell

stock upon exercise of such rights unless and until such authority is

obtained.

     10.  USE OF PROCEEDS FROM STOCK.

          Proceeds from the sale of stock pursuant to rights granted

under the Plan shall constitute general funds of the Company.

     11.  RIGHTS AS A STOCKHOLDER.

          A participant shall not be deemed to be the holder of, or

have any of the rights of a holder with respect to, any shares subject

to rights granted under the Plan unless and until certificates

representing such shares have been issued or such shares have been

credited to an account held by a bank, broker or other nominee of the

participant.

     12.  ADJUSTMENTS UPON CHANGES IN STOCK.

          (a)  If any change is made in the stock subject to the Plan,

or subject to any rights granted under the Plan (through merger,

consolidation, reorganization, recapitalization, stock dividend,

dividend in property other than cash, stock split, liquidating

dividend, combination of shares, exchange of shares, change in

corporate structure or otherwise), the Plan and outstanding rights

will be appropriately adjusted in the class(es) and maximum number of

shares subject to the Plan and the class(es) and number of shares and

price per share of stock subject to outstanding rights.

          (b)  In the event of:  (1) a dissolution or liquidation of

the Company; (2) a merger or consolidation in which the Company is not

the surviving



corporation; (3) a reverse merger in which the Company is the

surviving corporation but the shares of the Company's Common Stock

outstanding immediately preceding the merger are converted by virtue

of the merger into other property, whether in the form of securities,

cash or otherwise; or (4) any other capital reorganization in which

more than fifty percent (50%) of the shares of the Company entitled to

vote are exchanged, then, as determined by the Board in its sole

discretion (i) any surviving corporation may assume outstanding rights

or substitute similar rights for those under the Plan, (ii) such

rights may continue in full force and effect, or (iii) participants'

accumulated payroll deductions may be used to purchase Common Stock

immediately prior to the transaction described above and the

participants' rights under the ongoing Offering terminated.

     13.  AMENDMENT OF THE PLAN.

          (a)  The Board at any time, and from time to time, may amend

the Plan.  However, except as provided in paragraph 12 relating to

adjustments upon changes in stock, no amendment shall be effective

unless approved by the stockholders of the Company within twelve (12)

months before or after the adoption of the amendment, where the

amendment will:


               (i)   Increase the number of shares reserved for

rights under the Plan;

               (ii)  Modify the provisions as to eligibility for

participation in the Plan (to the extent such modification requires

stockholder approval in order for the Plan to obtain employee stock

purchase plan treatment under Section 423 of the Code or to comply

with the requirements of Rule 16b-3 promulgated under the Securities

Exchange Act of 1934, as amended ("Rule 16b-3")); or

               (iii) Modify the Plan in any other way if such

modification requires stockholder approval in order for the Plan to

obtain employee stock purchase plan treatment under Section 423 of the

Code or to comply with the requirements of Rule 16b-3.

     It is expressly contemplated that the Board may amend the Plan in

any respect the Board deems necessary or advisable to provide eligible

employees with the maximum benefits provided or to be provided under

the provisions of the Code and the regulations promulgated thereunder

relating to employee stock purchase plans and/or to bring the Plan

and/or rights granted under it into compliance therewith.



          (b)  Rights and obligations under any rights granted before

amendment of the Plan shall not be altered or impaired by any

amendment of the Plan, except with the consent of the person to whom

such rights were granted or except as necessary to comply with any

laws or governmental regulation.

     14.  TERMINATION OR SUSPENSION OF THE PLAN.

          (a)  The Board may suspend or terminate the Plan at any

time.  Unless sooner terminated, the Plan shall terminate ten (10)

years from the date the Plan is adopted by the Board or approved by

the stockholders of the Company, whichever is earlier.  No rights may

be granted under the Plan while the Plan is suspended or after it is

terminated.

          (b)  Rights and obligations under any rights granted while

the Plan is in effect shall not be altered or impaired by suspension

or termination of the Plan, except with the consent of the person to

whom such rights were granted or except as necessary to comply with

any laws or governmental regulation.



     15.  EFFECTIVE DATE OF PLAN.

          The Plan shall become effective as determined by the Board,

but no rights granted under the Plan shall be exercised unless and

until the Plan has been approved by the stockholders of the Company.



                               EXHIBIT

                    CONFORMING AMENDMENTS TO THE
                  AMGEN RETIREMENT AND SAVINGS PLAN


             (Amended and Restated as of January 1, 1990)


     The Amgen Retirement and Savings Plan (Amended and Restated as of
January 1, 1990) ("1990 Plan") is hereby amended in the following
respects effective January 1, 1990, except as otherwise specified:

     1.   Effective with respect to Plan Years after December 31,
1986, Section 2.2 of the Plan is hereby amended to read in its
entirety as follows:

          "2.2 'Actual Contribution Percentage' means the arithmetic
     average of the Contribution Rates (calculated separately for each
     Eligible Employee) of the Eligible Employees grouping all
     Eligible Employees who are Highly Compensated Employees and
     separately grouping all Eligible Employees who are Non-Highly
     Compensated Employees."

     2.   Effective with respect to Plan Years after December 31,
1986, Section 2.3 of the 1990 Plan is hereby amended to read in its
entirely as follows:

          "2.3 'Actual Deferral Percentage' means the arithmetic
     average of the Deferral Rates (calculated separately for each
     Eligible Employee) of the Eligible Employees grouping all
     Eligible Employees who are Highly Compensated Employees and
     separately grouping all Eligible Employees who are Non-Highly
     Compensated Employees."

     3.   Section 2.38 of the 1990 Plan is hereby amended by replacing
the term "Employer" with the term "Employer or Affiliate" wherever it
occurs and by adding to the end such Section the following new
paragraph:

          "The Company shall determine the number of Hours of Service,
     if any, to be credited to an Employee under the foregoing rules,
     and the computation period to which Hours of Service are to be
     credited, in a uniform and nondiscriminatory manner and in
     accordance with applicable federal laws and regulations,
     including, without

     limitation, Department of Labor Regulations sections 2530.200b-
     2(b) and 2530.200b-2(c)."

     4.   Effective with respect to calendar years after December 31,
1988, Section 2.56 of the 1990 Plan shall be amended to read in its
entirely as follows:

          "2.56 'Required Beginning Date' means:

          (a) In the case of a Participant who attained age 70 1/2
     before January 1, 1988 and who is not a 'five percent owner'
     (within the meaning of section 416 of the Code) at any time
     during the five-Plan-Year period ending with the calendar year in
     which he attains age 70 1/2 or thereafter, April 1 of the
     calendar following the later of (i) the calendar year in which
     the Participant attains age 70 1/2 or (ii) the calendar year in
     which the Participant retires;

          (b) In the case of a Participant who attained age 70 1/2
     before January 1, 1988 and who is a 'five percent owner' (within
     the meaning of section 416 of the Code) at any time during the
     five-Plan-Year period ending with the calendar year in which the
     Participant attains age 70 1/2 or thereafter, April 1 of the
     calendar year following the later of (i) the calendar year in
     which the Participant attains age 70 1/2, whether or not he is
     still an Employee, or (ii) the calendar year following the year
     in which he became a 'five percent owner';

          (c) In the case of a Participant who attains age 70 1/2 in
     1988, who is not a 'five percent owner' (within the meaning of
     section 416 of the Code) during the five-Plan-Year period ending
     with the calendar year in which he attains age 70 1/2, or
     thereafter, and who has not terminated employment before January
     1, 1989, April 1, 1990; and

          (d) Except as otherwise provided in Subsection (c), in the
     case of a Participant who attains age 70 1/2 on or after January
     1, 1988, April 1 of the calendar year next following the calendar
     year in which he attains age 70 1/2."

     5.   Section 4.1(b) of the 1990 Plan is hereby deleted, Section
4.1(c) of the 1990 Plan is hereby renumbered Section 4.1(d) and the
following new Sections 4.1(b) and 4.1(c) are added:



          "(b) The total of the Participant Elected Contributions
     under this Plan and any other elective deferrals (as defined in
     section 402(g)(3) of the Code) under all other plans, contracts
     or arrangements of the Company or any Affiliate during any
     calendar year commencing after December 31, 1986 for any
     Participant shall not exceed $7,000 or such other amount in
     effect for such calendar year under section 402(g)(1) of the
     Code, as adjusted for increases in the cost of living.  To the
     extent necessary to satisfy this limitation for the calendar
     year, Participant Elected Contributions may be prospectively
     restricted, and, after any prospective restriction, Excess
     Elective Deferrals (and allocable interest, but reduced by any
     amounts previously distributed as Excess Contributions for the
     Plan Year beginning with or within such calendar year) shall be
     paid to the Participant on or before the April 15 next following
     the calendar year in which such contributions were made."

          (c) To the extent the total of the Participant Elected
     Contributions under this Plan and any other elective deferrals
     (as defined in section 402(g)(3) of the Code) under all other
     plans, contracts or arrangements of the Employer or any Affiliate
     and any other employers during any calendar year for any
     Participant exceed $7,000 or such other amount in effect for such
     calendar year under section 402(g)(1) of the Code, as adjusted
     for increases in the cost of living, the Participant may, not
     later than March 1st following the close of the Participant's
     taxable year, notify the Company, in writing, that he has
     accumulated an Excess Elective Deferral for such taxable year,
     and may allocate to the Plan all or a portion of such Excess
     Elective Deferral and may request that the Company distribute
     such amount to him.  In such event, the Company shall distribute,
     no later than the following Aril 15th, such amount of the Excess
     Elective Deferral specified by the Participant as allocable to
     this Plan, plus any income and minus any loss allocable thereto,
     as determined in accordance with applicable regulations or
     rulings."

     6.   Section 4.9(b) is amended by adding the following language
to the end thereof:

          "(8) The amount of Excess Contributions to be distributed to
     a Participant for a Plan Year pursuant to Section 4.9(a) shall be
     reduced by the amount of any Excess Elective Deferrals previously


     distributed to such Participant for the calendar year ending with
     or within such Plan Year."

     7.   Effective with respect to Plan Years beginning after
December 31, 1986, Paragraph (2) of Section 4.9(c) of the 1990 Plan,
through such Paragraph (2)'s Clause (1), is hereby amended to read as
follows:

          "(2) The least of (i) two hundred percent (200%) of the
     Actual Contribution Percentage for all other Eligible Employees,
     (ii) such percentage for all other Eligible Employees plus two
     (2) percentage points or (iii) such lesser amount as the Company
     determines is necessary to prevent the multiple use of this
     alternative limitation with respect to Highly Compensated
     Employees in the manner prescribed by the Secretary of the
     Treasury or the Commissioner of the Internal Revenue Service.

               In the event that for any Plan Year the Actual
     Contribution Percentage for eligible Highly Compensated Employees
     otherwise would not meet either of the tests set forth above, as
     required by section 401(m)(2) of the Code, then the Company shall
     elect one of the following methods (or any combination thereof)
     of meeting one of those tests:

               (1) Excess Aggregate Contributions for Participants who
     are Highly Compensated Employees (and any income allocable
     thereto) may be paid to affected Highly Compensated Employees
     within the first twelve (12) months after the close of the
     applicable Plan Year, but only to the extent the Highly
     Compensated Employee has a nonforfeitable interest in the Excess
     Aggregate Contributions."

     8.   Effective with respect to Plan Years beginning after
December 31, 1986, such portion of Section 8.8 of the 1990 Plan as
precedes Subsection (a) thereof is hereby amended to read as follows:

          "8.8 Applicable Lifetime Annuities.  This Section shall
     apply to any Participant who elects a Lifetime Annuity.  The
     benefit of a Participant who elects to receive a Lifetime
     Annuity, as provided in Section 8.7(a)(5) above, shall be
     distributed to the Participant in the applicable form of annuity
     described in Subsection (1) below, unless, prior to the Annuity
     Starting Date (as defined in Subsection (d) below) with respect
     to such Lifetime Annuity distribution, the Participant elects to
     waive such

     Lifetime Annuity, in which case he may elect any other form of
     distribution provided under Section 8.7.  A married Participant
     may waive the Qualified Joint and Survivor Annuity once he elects
     a Lifetime Annuity only as provided in Subsection (b) below.  If
     the Participant dies before his Annuity Starting Date the
     provisions of Section 8.9 shall apply."

     9.   Effective with respect to Plan Years beginning after
December 31, 1986, the first sentence of Section 16.2(d)(i) of the
1990 Plan is hereby amended in its entirety to read as follows:

     "An officer of the Employer having an annual Compensation greater
     than fifty percent (50%) of the amount in effect under Section
     415(b)(1)(A) of the Code for any such Plan Year."

     10.  Effective with respect to Plan Years after December 31,
1986, Sections 16.4 and 16.5 of the 1990 Plan are hereby renumbered
Sections 16.5 and 16.6, respectively, and the following new Sections
16.3 and 16.4 are inserted to replace the current Section 16.3:

          "16.3 Top-Heavy Accrual Rules.  For any Plan Year during
     which the Plan is a Top-Heavy Plan, the Profit Sharing
     Contributions and Qualified Nonelective Contributions allocated
     to each Eligible Employee who is a Non-Key Employee and who is an
     Employee on the last day of such Plan Year (regardless of whether
     such Non-Key Employee has less than 1,000 Hours of Service or
     declined to make any contribution to the Plan for such Plan Year)
     shall not be less than the lesser of (i) three percent of his
     Compensation or (ii) the greatest allocation, expressed as a
     percentage of Compensation, made to any Eligible Employee who is
     a Key Employee.  The determination in clause (ii) shall be made
     taking into account Participant Elected Contributions, Profit
     Sharing Contributions, Matching Contributions, Qualified
     Nonelective Contributions and Qualified Matching Contributions
     allocated to such Key Employee.  In no event, however, shall any
     Non-Key Employee receive an allocation under this Plan or a
     benefit under the aggregate plans of the Employer and all
     Affiliates that is greater than the minimum required to be
     credited under all such plans and this Plan pursuant to section
     416 of the Code.

          16.4 Top-Heavy Vesting Rules.

               (a)  The vested interest in the Profit Sharing Account
     of each Participant with one or more Hours of Service in a Plan
     Year in which the Plan is a Top-Heavy Plan shall be determined in
     accordance with the following schedule except to the extent
     Section 7.3 provides more rapid vesting:

          Year of Service          Vested Percentage

          Less than 2              0%
          2 but less than 3        20%
          3 but less than 4        40%
          4 but less than 5        60%
          5 but less than 6        80%
          6 or more                100%

          (b) If the Plan ceases to be a Top-Heavy Plan, the vesting
     rules described in Section 7.3 shall again apply to all Years of
     Service with respect to the Participant's Profit Sharing Account;
     however, any Participant described in Subsection (a) who has at
     least three (3) Years of Service to his credit at the time the
     Plan ceases to be a Top-Heavy Plan shall continue to have his
     vested percentage computed under the Plan in accordance with
     Subsection (a)."

To record this Conforming Amendment to the 1990 Plan as set forth
herein, the Company has caused its authorized officer to execute this
document this 29th day of
April, 1994.

                           AMGEN INC.


                           By:/s/  William F. Puchlevic
                              __________________________


                           Title:  Vice President,
                                   Human Resources
                                   ______________________


                                EXHIBIT

                        SECOND AMENDMENT TO THE
                    AMGEN RETIREMENT AND SAVING PLAN


              (Amended and Restated as of January 1, 1993)

     The Amgen Retirement and Savings Plan (Amended and Restated as of
January 1, 1993) (the "Plan") is hereby amended in the following
respects effective as of the dates specified:

     1.   Effective with respect to Plan Years after December 31, 1993,
Section 2.13(d) of the Plan is hereby amended to read in its entirety as
follows:

     "(d)      Effective January 1, 1994, with respect to any Plan Year,
          and for any purpose under the Plan other than determining
          Highly Compensated Employees and determinations under section
          16.2(d), only the first $150,000 (as adjusted by the
          Commissioner of Internal Revenue for increases in the cost of
          living in accordance with section 401(a) (17) (B) of the Code)
          shall be treated as compensation for the Plan Year.  This
          $150,000 limit shall be reduced for a short Plan Year to the
          product of the actual dollar amount of the annual limit times
          the number of months in the short Plan Year, divided by 12.
          In determining Compensation for purposes of this limitation,
          the rules of section 414(q) (6) of the Code shall apply,
          except that "family members" shall include only the spouse of
          the Employee and any lineal descendants who have not attained
          age 19 before the close of the Plan Year."

     2.   Effective as of January 1, 1995, Section 2.18 of the Plan is
hereby amended to read in its entirety as follows:

     "2.18          'Disability' means that the Participant is
          determined, under Title II or XVI of the Social Security Act,
          to have been disabled at the time of his or her termination of
          employment.  In order for a Participant's Accounts to become
          fully vested on account of Disability pursuant to Sections 7.2
          and 7.3 of


          the Plan, the Participant must submit evidence of the Social
          Security Administration's determination of disability to the
          Company prior to the distribution (or deemed distribution) of
          the Participant's Accounts."

     3.   Effective as of January 1, 1995, Section 2.60 of the Plan is
hereby amended to read in its entirety as follows:

     "2.60          'Valuation Date' means the date on which the assets
          of the Plan are valued, determined in accordance with the
          Funding Agreement."

     4.   Effective as of January 1, 1995, Article 6 of the Plan is
hereby amended to read in its entirety as follows:

     "6.1      Investment Funds.  All contributions to the Plan made
          pursuant to Article 4 shall be paid to the Fund established
          under the Plan.  All such contributions shall be invested as
          provided under the terms of the Funding Agreement, which may
          include provision for the separation of assets into separate
          Investment Funds.

     "6.2      Investment of Contributions.  Contributions shall be
          apportioned among one or more of the Investment Funds as the
          Participant may specify according to the procedures prescribed
          by the Company.  In the event that a Participant fails to make
          an investment election, contributions allocated to his Account
          shall be invested in accordance with procedures prescribed by
          the Company.  A Participant may elect to change the investment
          instructions with respect to future contributions according to
          the procedures prescribed by the Company.

     "6.3      Limitation on Investment in Company Stock Fund.  A
          Participant may direct the investment of his Accounts in the
          Company Stock Fund only to the extent of Plan contributions
          made to his Accounts on and after April 1, 1991, and only to a
          maximum of fifty percent (50%) of contributions directed to
          all of such Participant's Accounts thereafter.



     "6.4      Transfers Among Investment Accounts.  A Participant may
          elect to reapportion the values of his Accounts allocated
          among the various Investment Funds by properly following
          procedures prescribed by the Company; provided, however, that
          a Participant may not transfer amounts to the Company Stock
          fund and that a Participant who wishes to transfer any amount
          from the Company Stock fund to one or more other Investment
          Fund(s) must transfer 100 percent (100%) of the amount in his
          Company Stock fund to such other Investment Fund(s).  For
          purposes of carrying out Investment Fund transfers, the value
          of the Participant's Accounts and amounts invested in each
          Investment Fund shall be determined immediately preceding the
          effectuation of the Participant's transfer election."


To record this Second Amendment to the Amgen Retirement and Savings Plan
as set forth herein, the Company has caused its authorized officer to
execute this document this 27th day of October, 1994.


                                        AMGEN INC.

                         By:  /s/ Thomas E. Workman, Jr.
                              __________________________             


                         Title: Vice President, Secretary
                                 and General Counsel
                                 ________________________               


                               EXHIBIT

                        THIRD AMENDMENT TO THE
                  AMGEN RETIREMENT AND SAVINGS PLAN

             (Amended and Restated as of January 1, 1993)


     The Amgen Retirement and Savings Plan (Amended and Restated as of
January 1, 1993) (the "Plan") is hereby amended in the following
respects:

1.   Section 2.9 of the Plan is hereby amended to read in its entirety
as follows:

          "2.  'Break in Service' means any Plan Year during which the
     Participant completes less than 501 Hours of Service.  In
     addition to Hours of Service as credited under Section 2.38, but
     solely for the purpose of determining whether a Break in Service
     has occurred, an Employee who is absent from work by virtue of
     (a) the Employee's pregnancy, (b) the birth of the Employee's
     child, (c) the placement of a child with the employee by
     adoption, (d) the caring for any such child for a period of up to
     one year immediately following such birth or placement, (e)
     Disability or (f) service in the armed forces of the United
     States during a period (including a post-discharge period) that
     entitles the Employee to reemployment rights guaranteed by law,
     shall be credited with up to 501 additional Hours of Service.
     Such additional Hours of Service in such period of absence shall
     be based on his or her regular work schedule immediately prior to
     such period; provided, however, that such additional Hours of
     Service shall be credited during the Plan Year in which the
     absence from work begins only if they would prevent a Break in
     Service from occurring for that year.  In all other cases, the
     additional Hours of Service shall be credited during the
     immediately following Plan Year."

2.   Effective with respect to Plan Years after
December 31, 1993, Section 2.13(d) of the Plan is hereby amended to
read in its entirety as follows:

          "(d) Effective January 1, 1994, with respect to any Plan
     Year, and for any purpose under the Plan other than determining
     Highly Compensated Employees and determinations under section
     16.2(d),


     only $150,000 (as adjusted by the Commissioner of Internal
     Revenue for increases in the cost of living in accordance with
     section 401(a)(17)(B) of the Code) shall be treated as
     compensation for the Plan Year.  This limit shall be reduced for
     a short Plan Year to the product of the actual dollar amount of
     the annual limit times the number of months in the short Plan
     Year, divided by 12.  In determining Compensation for purposes of
     this limitation, the rules of section 414(q)(6) of the Code shall
     apply, except that "family members" shall include only the spouse
     of the Employee and any lineal descendants who have not attained
     age 19 before the close of the Plan Year."

3.   Section 2.38 of the Plan is hereby amended to read in its
entirety as follows:

     "2.38  'Hour of Service' means:

          (a)  Each hour for which an Employee is directly or
     indirectly paid, or entitled to payment, by an Employer or
     Affiliate for the performance of services,

          (b)  Each hour for which an Employee is directly of
     indirectly paid, or entitled to payment, by an Employer or
     Affiliate on account of a period of time during which no services
     are performed (without regard to whether the employment
     relationship between the Employee and the Employer or Affiliate
     has terminated) due to vacation, holiday, illness, incapacity,
     disability, layoff, jury duty, military duty or leave of absence
     with pay, and

          (c)  Each hour for which an Employee is directly or
     indirectly paid, or entitled to payment of an amount as back pay
     (without regard to mitigation of damages) either awarded or
     agreed to by an Employer or Affiliate.

               The foregoing notwithstanding:

                    (1)  No more than 501 Hours of Service shall be
          credited to an Employee under Subsection (b) or (c) above on
          account of any single continuous period of time during which
          no services are performed.

                    (2)  An hour for which an Employee is directly or
          indirectly paid or entitled to payment by an Employer or an
          Affiliate on

          account of a period during which no services
          are performed shall not constitute an Hour of Service
          hereunder if such payment is made or due under a plan
          maintained solely for the purpose of complying with
          applicable workers' compensation, unemployment compensation
          or disability insurance laws.

                    (3)  Hours of Service shall not be credited for
          payments that solely reimburse an Employee for medical or
          medically related expenses.

                    (4)  The same Hour of Service shall not be
          credited to an Employee both under Subsection (a) or (b) and
          under Subsection (c).

                    (5)  The computation period to which Hours of
          Service determined under Subsection (b) or (c) are to be
          credited shall be determined under applicable federal law
          and regulations, including, without limitation, Department
          of Labor Regulations section 2530.200b-2(b),(c) and (d).

For the purposes of applying the foregoing rules, salaried Employees
are paid or entitled to payment for eight-hour workdays.  The Company
shall determine the number of Hours of Service, if any, to be credited
to an Employee under the foregoing rules in a uniform and
nondiscriminatory manner and in accordance with applicable federal
laws and regulations, including, without limitation, Department of
Labor Regulations section 2530.200-2(b), (c) and (d)."

     4.   Section 2.61 of the Plan is hereby amended to read in its
entirety as follows:

          "2.61     'Year of Service' means:

          (a)  For purposes of vesting, (1) prior to the Effective
     Date, each calendar year during which an Employee is credited
     with 1,000 Hours of Service and (2) on and after the Effective
     Date, each Plan Year or portion thereof during which an Employee
     is credited with at least 1,000 Hours of Service; provided,
     however, that an Employee shall be credited with a Year of
     Service for the Plan Year from April 1, 1988 through December 31,
     1988 if he or she is credited with at least 1,000 Hours of
     Service during the 12-consecutive-month period from


     April 1, 1988 through March 31, 1989 and also shall be credited
     with a Year of Service for the Plan Year beginning January 1,
     1989 if he or she is credited with at least 1,000 Hours of
     Service during such Plan Year.

          (b)  For purposes of determining eligibility, the first
     'computation' in which the Employee completes of at least 1,000
     Hours of Service.  A computation period is the 12-consecutive-
     month period following the Employee's Employment Commencement
     Date (or Reemployment Commencement Date) and each 12-consecutive-
     month period following the anniversary of such Employment
     Commencement Date (or Reemployment Commencement Date.)"

To record this Third Amendment to the Amgen Retirement and Savings
Plan as set forth herein, the Company has caused its authorized
officer to execute this document this 13th day of December 1994.


                    AMGEN INC.


                    By:    Thomas E. Workman, Jr.
                           ______________________                             





                    Title: Vice President, Secretary 
                           and General Counsel
                           _________________________                  

                               EXHIBIT

                       FOURTH AMENDMENT TO THE
                  AMGEN RETIREMENT AND SAVINGS PLAN

             (Amended and Restated as of January 1, 1993)

     The Amgen Retirement and Savings Plan (Amended and Restated as of
January 1, 1993) (the "Plan") is hereby amended, effective as of
January 1, 1994, in the following respects:

1.   Sections 3.1 and 3.2 of the Plan are amended to read in their
     entirety as follows:

          "3.1 Eligible Employee.  The term "Eligible Employee" means
     any Employee who is described in (a) or (b) and is not excluded
     under (c).  An individual's status as an Eligible Employee shall
     be determined by the Company and such determination shall be
     conclusive and binding on all persons.

          (a)  Regular Full-Time Employee.  Unless excluded under (c)
     below, an individual classified by an Employer as a "regular
     full-time employee" is an Eligible Employee.

          (b)  Regular Part-Time Employee.  Unless excluded under (c)
     below, an individual classified by an Employer as a "regular
     part-time employee," including a temporary employee or intern
     shall become an Eligible Employee upon completion of a Year of
     Service.

          (c)  Excluded Employees.  An Employee shall not be an
     Eligible Employee if he is:

               (i)  Covered by a collective bargaining agreement to
     which an Employer is a party, if such agreement does not provide
     for the Employee's participation in the Plan;

               (ii)  Employed by a non-U.S. subsidiary of the Company;
     or

               (iii)  A leased employee, as  defined in section 414(n)
     or section 414(o) of the Code.

          (d)  Eligibility After Break in Service.  An Eligible
     Employee shall continue as an Eligible Employee so long as he
     remains employed by an Employer as a "regular employee" and has
     not had a


     Break in Service.  If an Eligible Employee has a Break in
     Service, he shall again become an Eligible Employee upon
     satisfaction of the eligibility conditions described in this
     Section."

2.   Section 3.2 is amended to read in its entirety as follows:

          "3.2 Plan Entry.  Each Employee who satisfies the
     requirements of Section 3.1 shall be entitled to become a
     Participant effective as of his date of employment as an Eligible
     Employee or on any subsequent Entry Date."

3.   Section 4.8 is amended to read in its entirety as follows:

          "4.8 Rollover Contributions.  With the Company's prior
     approval, an Eligible Employee may make one or more Rollover
     Contributions to the Plan.  A Rollover Contribution shall be
     permitted only if it meets both of the following conditions:

          (a)  The contribution must be made entirely in the form of
     U.S. dollars; and

          (b)  The Eligible Employee must demonstrate to the Company's
     satisfaction that the contribution qualifies as a timely rollover
     contribution under section 402(c)(4), 403(a)(4) or 408(d)(3) or a
     similar provision of the Code.

A Rollover Contribution shall be paid to the Company in a lump sum in
cash and shall be credited to the Participant's Rollover Account.  The
Participant may direct the investment of his Rollover Account by
filing the specified investment election for in accordance with such
rules as may be established by the Company; provided, however, that
the Participant may not direct the investment of any portion of his
Rollover Account in the Company Stock Fund."

4.   Paragraphs (4) and (5) of Section 8.7(a) shall be amended to read
     in their entirety as follows:

          "(4) Cash installments paid at least annually over a period
     certain not exceeding the life expectancy of the Participant or
     the joint life expectancy of the Participant and his designated
     Beneficiary.  All life expectancies shall be determined not later
     than the date when payments commence and shall not be
     redetermined thereafter.


     The amount of each installment payment shall be determined by
     dividing the remaining years in the period certain by the value
     of the Participant's Account.

          (5)  Subject to the provisions of Section 8.8, a
     nontransferable annuity contract that provides for annuity
     payments at least annually over the lifetime of the Participant
     or the joint lifetimes of the Participant and his designated
     Beneficiary, and that may provide for a "period certain" feature
     (a "Lifetime Annuity")."

5.   The Plan is amended by the addition at the end thereof of
     Supplement A in substantially the form attached hereto.

To record this Fourth Amendment to the Amgen Retirement and Savings
Plan as set forth herein, the Company has caused its authorized
officer to execute this document this 30th day of December, 1994.

                    AMGEN INC.

                    By:  /s/ Thomas E. Workman, Jr.
                         __________________________                             

                    Title: Vice President, Secretary
                           and General Counsel
                           _________________________                          


                             SUPPLEMENT A
            TO THE AMGEN INC. RETIREMENT AND SAVINGS PLAN

ARTICLE 1:     PURPOSE

     Supplement A was established effective January 1, 1995, to
provide for special eligibility, vesting and plan merger provisions
applicable to Synergen Transferees.  Supplement A is part of the Plan
and shall be administered in accordance with the provisions thereof,
except as expressly provide herein.  Capitalized terms used in this
Supplement A (other than those terms specifically defined herein)
shall have the same meanings given to such terms in the Plan.

ARTICLE 2:     PARTICIPATION

     For purposes of Article 3 of the Plan, any Synergen Transferee
(a) who was participating or eligible to participate in the Synergen
401(k) Plan as of
December 31, 1994, or (b) who was in the waiting period for
participation under the Synergen 401(k) Plan and is classified by
Synergen, Inc. as a regular full-time employee as of December 31,
1994, shall be eligible to become a Participant as of January 1, 1995,
provided that he or she then is an Eligible Employee.  Any other
Synergen Transferee shall become a Participant in accordance with
Article 3 of the Plan, taking into account the past-service credit
provisions of this Supplement A.

ARTICLE 3:     PAST SERVICE CREDIT

     For purposes of determining eligibility and vesting service
credit under Section 2.61 of the Plan, the Years of Service of a
Synergen Transferee shall include the periods counted for such
purposes under the terms of the Synergen 401(k) Plan, which measured
service according to the elapsed-time method.  In order to convert
such past-service periods to equivalent Hours of Service, as is
required by Treasury regulations section 1.410(a)-7(f)(2), each such
Synergen Transferee will be credited with 190 Hours of Service for
each month in which such Synergen Transferee would be required to be
credited with one Hour of Service.

ARTICLE 4:     MERGER OF SYNERGEN 401(k) PLAN

     As soon as reasonably feasible after
January 1, 1995, and the effectuation of the transfer of Plan
investments to Fidelity investments, the Synergen 401(k) Plan shall be
merged with the Plan and, following

the merger, the terms of the Plan shall apply to the merged accounts.
The foregoing notwithstanding, matching contribution accounts
transferred from the Synergen 401(k) Plan on account of the merger
shall continue to be 100% vested and shall be maintained as separate
accounts from a Synergen Transferee's Matching Contributions Account
to the extent deemed necessary or appropriate by the Plan
Administrator.

ARTICLE 5:     ROLLOVERS FROM SYNERGEN PROFIT SHARING PLAN

     Following the termination of the Synergen Profit Sharing Plan, a
participant in such plan who is then an Eligible Employee may elect,
in accordance with
Section 4.8 of the Plan, to make a Rollover Contribution to the Plan
of all or a portion of his distribution from the Synergen Profit
Sharing Plan.

ARTICLE 6:     DEFINITIONS

     "Synergen Transferee" means an individual who is an employee of
Synergen, Inc. on December 21, 1994 and who, on December 22, 1994,
first becomes an Employee of the corporation (also known as Synergen,
Inc.) formed as a consequence of the tender of the stock of Synergen,
Inc. to Amgen Acquisition Subsidiary, Inc. and the merger of those two
corporations.

     "Synergen 401(k) Plan" means the Synergen, Inc. Deferred Savings
Plan, as in effect on and after December 31, 1994.

     "Synergen Profit Sharing Plan" means the Profit Sharing Plan of
Synergen, Inc. (formerly the
Synergen, Inc. Employee Stock Ownership Plan), as in effect on and
after December 31, 1994.

                               EXHIBIT

                           PROMISSORY NOTE

$1,000,000.00


1.  Promise to Pay.

    For value received, I, George A. Vandeman ("Staff Member"), a
    married man, and I, Winifred M. Vandeman, wife of Staff Member,
    promise to pay to the order of Amgen Inc., a Delaware corporation
    ("Payee"), at its office at Amgen Center, Thousand Oaks, CA
    91320-1789, the sum of One Million Dollars ($1,000,000.00) (the
    "Principal"), payable in full on the earlier of five (5) years
    from date of execution of this Note or thirty (30) days from the
    date on which Staff Member ceases to be an employee of Payee,
    whichever first occurs, together with interest on the Principal
    from the date of this Note until such date as the Note is paid in
    full.

    Interest shall be payable annually commencing December 31, 1996;
    and each successive year thereafter until the Principal is
    repaid.  Interest on this Note shall be computed as set forth
    below.  The interest rate for the period from the date of this
    Note through December 31, 1995 (the "initial rate") is 4.9% per
    annum on the unpaid Principal.  After December 31, 1995 the
    interest rate on this Note shall change as set forth below.

2.  Adjustable Interest Rate.

    The interest rate shall be adjusted annually on January 1 of each
    year (the "Change Date") so as to equal the average interest rate
    designated as the "Introduction Rates" on adjustable rate loans
    as publicly offered by the 32 largest banks and savings and loans
    in California as published by the Los Angeles Times in its
    Saturday edition.  The rate shall be set using the rates
    published in the Los Angeles Times on the Saturday immediately
    preceding the Change Date.  In the event that the "Introduction
    Rates" list is not published in the Los Angeles Times for any
    reason, then, in such event, the Payee shall establish the
    interest rate based on a survey by it of the introductory
    interest rates on adjustable loans offered by no fewer than five
    banking institutions located in Southern California that the
    Payee, in its sole discretion, deems representative of banking
    institutions in the Ventura and Los Angeles County areas.  Payee
    shall

    give Staff Member notice if the interest rate shall be determined
    using this alternative method.

    Notwithstanding the foregoing, the interest rate shall never be
    increased or decreased on any single Change Date by more than one
    percentage point from the interest rate for the preceding 12
    months.  At no time during the term of this Note shall the annual
    interest rate exceed 7.9% per annum.

    Payee shall deliver or mail to Staff Member a notice of any
    changes in the adjustable interest rate on this Note and the
    amount of the Staff Member's semi-monthly payroll deductions
    before the effective date of any change.  The notice shall
    include information required by law to be given to Staff Member
    and also the title and telephone number of a person who shall
    answer any questions Staff Member may have regarding the notice.

3.  Option to Convert.

    At the end of the term of this Note, Staff Member shall have the
    option to seek to convert this loan to a loan amortized over an
    additional five-year period by executing a new Promissory Note at
    terms to be mutually agreed upon by Staff Member and Payee.  In
    the event that Staff Member and Payee are unable to reach
    agreement on such terms, this Note shall become immediately due
    and payable.

4.  Prepayment.

    Staff Member may prepay without penalty this Note in whole or in
    part at any time.  Any and all payments or prepayments under this
    Note may be made by Staff Member to Payee at the following
    address (or such other address as it designates in writing to
    Staff Member):

               AMGEN INC.
               Amgen Center
               Thousand Oaks, California 91320-1789

               Attention:  Accounting Manager

5.  Attorneys' Fees.

    Staff Member agrees to pay all costs and expenses, including,
    without limitation, collection agency fees and expenses,
    reasonable attorneys' fees, costs of suit and costs of appeal,
    which Payee may incur

    in the exercise, preservation or enforcement of its right, powers
    and remedies hereunder, or under any documents or instruments
    securing this Note, or under law.

6.  Modification of Terms.

    Payee may, with or without notice to Staff Member, cause
    additional parties to be added to this Note, or release any party
    to this Note, or revise, extend, or renew the Note, or extend the
    time for making any installment provided for by this Note, or
    accept any installment in advance, all without affecting the
    liability of Staff Member.  Staff Member may not assign or
    transfer in any manner whatsoever this Note or any of Staff
    Member's obligations under this Note.

7.  Security Interest.

    The purpose of this loan is to purchase a personal residence.
    Staff Member shall secure this loan by executing and causing to
    be filed, immediately upon close of escrow, a trust deed on this
    residence, commonly known as 28943 Old North Shore Road, Lake
    Arrowhead, California 92352 whose property description is as
    follows:

     Book 8668, Page 740, Official Records of San Bernardino County,
     California, and describing land therein as:  Parcel No. 2 of
     Parcel Map 1374, as per plat recorded in Book 11, page 52,
     records of Parcel Maps.

8.  Acceleration.

    A) In the event Staff Member fails to pay when due any sums under
    this Note, then:

      (1) the entire unpaid balance of this Note shall, at the option
      of the Payee hereof, immediately become due and payable in full
      and unpaid Principal thereafter shall bear interest at the
      lesser of the maximum rate permitted by law or at the rate of
      7.9% per annum; and

      (2) Staff Member authorizes Payee to deduct any sums due to
      Payee under this Note from any monies, including any wages due,
      otherwise owing to Staff Member.

    B) If Staff Member sells the residence which is purchased with
    the funds herein provided, this Note shall immediately become due
    and payable upon the sale of such residence.

9.  Waiver of Rights by Staff Member.

    Staff Member waives (1) presentment, demand, protest, notice of
    dishonor and/or protest and notice of non-payment; (2) the right,
    if any, to the benefit of, or to direct the application of, any
    security hypothecated to Payee until all indebtedness of Staff
    Member to Payee, however arising, has been paid; and (3) the
    right to require the Payee to proceed against any party to this
    Note, or to pursue any other remedy in Payee's power.  Payee may
    proceed against Staff Member directly and independently of any
    other party to this Note, and the cessation of the liability of
    any other party for any reason other than full payment, or any
    revision, renewal, extension, forbearance, change of rate of
    interest, or acceptance, release or substitution of security, or
    any impairment or suspension of Payee's remedies or rights
    against any other party, shall not in any way affect the
    liability of Staff Member.

10. Obligations of Persons Under this Note.

    If more than one person signs this Note, each person is fully and
    personally obligated to keep all of the promises made in this
    Note, including the promise to pay the full amount owed.  Any
    person who is a guarantor, surety, or endorser of this Note is
    also obligated to do these things.  Any person who takes over
    these obligations, including the obligations of a guarantor,
    surety or endorser of this Note, is also obligated to keep all of
    the promises made in this Note.  Payee may enforce its rights
    under this Note against each person individually or against all
    of the signatories to this Note.  This means that any one of the
    signatories to this Note may be required to pay all of the
    amounts owed under this Note.

11. Governing Law.

    This Note and the obligations under this Note of Staff Member or
    any other signatory to this Note shall be governed by and
    interpreted and determined in accordance with the laws of the
    State of California as applied to contracts between

    California residents entered into and to be performed entirely
    within said State.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Note as of the 15th day of December, 1995.


                    /s/ George A. Vandeman
                    ______________________
                        GEORGE A. VANDEMAN 

                    /s/ Winifred M. Vandeman
                    ________________________                          
                        WINIFRED M. VANDEMAN

                               EXHIBIT

                           PROMISSORY NOTE

$700,000.00


1.  Promise to Pay.

    For value received, I, George A. Vandeman ("Staff Member"), a
    married man, and I, Winifred M. Vandeman, wife of Staff Member,
    promise to pay to the order of Amgen Inc., a Delaware corporation
    ("Payee"), at its office at Amgen Center, Thousand Oaks, CA
    91320-1789, the sum of Seven Hundred Thousand Dollars
    ($700,000.00) (the "Principal"), payable in full on the earlier
    of five (5) years from date of execution of this Note or thirty
    (30) days from the date on which Staff Member ceases to be an
    employee of Payee, whichever first occurs, together with interest
    on the Principal from the date of this Note until such date as
    the Note is paid in full.

    Interest shall be payable annually commencing December 31, 1996;
    and each successive year thereafter until the Principal is
    repaid.  Interest on this Note shall be computed as set forth
    below.  The interest rate for the period from the date of this
    Note through December 31, 1995 (the "initial rate") is 4.9% per
    annum on the unpaid Principal.  After December 31, 1995 the
    interest rate on this Note shall change as set forth below.

2.  Adjustable Interest Rate.

    The interest rate shall be adjusted annually on January 1 of each
    year (the "Change Date") so as to equal the average interest rate
    designated as the "Introduction Rates" on adjustable rate loans
    as publicly offered by the 32 largest banks and savings and loans
    in California as published by the Los Angeles Times in its
    Saturday edition.  The rate shall be set using the rates
    published in the Los Angeles Times on the Saturday immediately
    preceding the Change Date.  In the event that the "Introduction
    Rates" list is not published in the Los Angeles Times for any
    reason, then, in such event, the Payee shall establish the
    interest rate based on a survey by it of the introductory
    interest rates on adjustable loans offered by no fewer than five
    banking institutions located in Southern California that the
    Payee, in its sole discretion, deems representative of banking
    institutions in the

    Ventura and Los Angeles County areas.  Payee shall give Staff
    Member notice if the interest rate shall be determined using this
    alternative method.  Notwithstanding the foregoing, the interest
    rate shall never be increased or decreased on any single Change
    Date by more than one percentage point from the interest rate for
    the preceding 12 months.  At no time during the term of this Note
    shall the annual interest rate exceed 7.9% per annum.

    Payee shall deliver or mail to Staff Member a notice of any
    changes in the adjustable interest rate on this Note and the
    amount of the Staff Member's semi-monthly payroll deductions
    before the effective date of any change.  The notice shall
    include information required by law to be given to Staff Member
    and also the title and telephone number of a person who shall
    answer any questions Staff Member may have regarding the notice.

3.  Option to Convert.

    At the end of the term of this Note, Staff Member shall have the
    option to seek to convert this loan to a loan amortized over an
    additional five-year period by executing a new Promissory Note at
    terms to be mutually agreed upon by Staff Member and Payee.  In
    the event that Staff Member and Payee are unable to reach
    agreement on such terms, this Note shall become immediately due
    and payable.

4.  Prepayment.

    Staff Member may prepay without penalty this Note in whole or in
    part at any time.  Any and all payments or prepayments under this
    Note may be made by Staff Member to Payee at the following
    address (or such other address as it designates in writing to
    Staff Member):

               AMGEN INC.
               Amgen Center
               Thousand Oaks, California 91320-1789

               Attention:  Accounting Manager

5.  Attorneys' Fees.

    Staff Member agrees to pay all costs and expenses, including,
    without limitation, collection agency fees and expenses,
    reasonable attorneys' fees, costs of suit and costs of appeal,
    which Payee may incur

    in the exercise, preservation or enforcement of its right, powers
    and remedies hereunder, or under any documents or instruments
    securing this Note, or under law.

6.  Modification of Terms.

    Payee may, with or without notice to Staff Member, cause
    additional parties to be added to this Note, or release any party
    to this Note, or revise, extend, or renew the Note, or extend the
    time for making any installment provided for by this Note, or
    accept any installment in advance, all without affecting the
    liability of Staff Member.  Staff Member may not assign or
    transfer in any manner whatsoever this Note or any of Staff
    Member's obligations under this Note.

7.  Security Interest.

    The purpose of this loan is to purchase a personal residence.
    Staff Member shall secure this loan by executing and causing to
    be filed, immediately upon close of escrow, a trust deed on this
    residence, commonly known as 1652 Aldercreek Place, Westlake
    Village, California 91361 whose property description is as
    follows:

     Lot 20 of Tract No. 3917, in the City of Thousand Oaks, County of
     Ventura, State of California, as per Map recorded in Book 102,
     Pages 54 to 59, inclusive, of Maps, in the office of the County
     Recorder of said County.

8.  Acceleration.

    A) In the event Staff Member fails to pay when due any sums under
    this Note, then:

      (1) the entire unpaid balance of this Note shall, at the option
      of the Payee hereof, immediately become due and payable in full
      and unpaid Principal thereafter shall bear interest at the
      lesser of the maximum rate permitted by law or at the rate of
      7.9% per annum; and

      (2) Staff Member authorizes Payee to deduct any sums due to
      Payee under this Note from any monies, including any wages due,
      otherwise owing to Staff Member.


    B) If Staff Member sells the residence which is purchased with
    the funds herein provided, this Note shall immediately become due
    and payable upon the sale of such residence.

9.  Waiver of Rights by Staff Member.

    Staff Member waives (1) presentment, demand, protest, notice of
    dishonor and/or protest and notice of non-payment; (2) the right,
    if any, to the benefit of, or to direct the application of, any
    security hypothecated to Payee until all indebtedness of Staff
    Member to Payee, however arising, has been paid; and (3) the
    right to require the Payee to proceed against any party to this
    Note, or to pursue any other remedy in Payee's power.  Payee may
    proceed against Staff Member directly and independently of any
    other party to this Note, and the cessation of the liability of
    any other party for any reason other than full payment, or any
    revision, renewal, extension, forbearance, change of rate of
    interest, or acceptance, release or substitution of security, or
    any impairment or suspension of Payee's remedies or rights
    against any other party, shall not in any way affect the
    liability of Staff Member.

10. Obligations of Persons Under this Note.

    If more than one person signs this Note, each person is fully and
    personally obligated to keep all of the promises made in this
    Note, including the promise to pay the full amount owed.  Any
    person who is a guarantor, surety, or endorser of this Note is
    also obligated to do these things.  Any person who takes over
    these obligations, including the obligations of a guarantor,
    surety or endorser of this Note, is also obligated to keep all of
    the promises made in this Note.  Payee may enforce its rights
    under this Note against each person individually or against all
    of the signatories to this Note.  This means that any one of the
    signatories to this Note may be required to pay all of the
    amounts owed under this Note.

11. Governing Law.

    This Note and the obligations under this Note of Staff Member or
    any other signatory to this Note shall be governed by and
    interpreted and determined in accordance with the laws of the
    State of California as applied to contracts between

    California residents entered into and to be performed entirely
    within said State.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Note as of the 15th day of
December, 1995.


                    /s/ George A. Vandeman
                    _______________________                           
                        GEORGE A. VANDEMAN


                    /s/ Winifred M. Vandeman
                    _________________________                         
                        WINIFRED M. VANDEMAN


                               EXHIBIT

                           PROMISSORY NOTE

$400,000.00


1.  Promise to Pay.

    For value received, I, Stan Benson ("Staff Member"), a married
    man, and I, Joann M. Benson, wife of Staff Member, promise to pay
    to the order of Amgen Inc., a Delaware corporation ("Payee"), at
    its office at Amgen Center, Thousand Oaks, CA  91320-1789, the
    sum of Four Hundred Thousand Dollars ($400,000.00) (the
    "Principal"), payable in full on the earlier of five (5) years
    from date of execution of this Note or thirty (30) days from the
    date on which Staff Member ceases to be an employee of Payee,
    whichever first occurs, together with interest on the Principal
    from the date of this Note until such date as the Note is paid in
    full.  Interest on this Note shall be computed as set forth
    below.  The interest rate for the period from the date of this
    Note through December 31, 1996 (the "initial rate") is 4.1% per
    annum on the unpaid Principal.  After December 31, 1996 the
    interest rate on this Note shall change as set forth below.

2.  Adjustable Interest Rate.

    The interest rate shall be adjusted annually on January 1 of each
    year (the "Change Date") so as to equal the average interest rate
    designated as the "Introduction Rates" on adjustable rate loans
    as publicly offered by the banks and savings and loans in
    California as published by the Los Angeles Times in its Sunday
    edition.  The rate shall be set using the rates published in the
    Los Angeles Times on the Sunday immediately preceding the Change
    Date.  In the event that the "Introduction Rates" list is not
    published in the Los Angeles Times for any reason, then, in such
    event, the Payee shall establish the interest rate based on a
    survey by it of the introductory interest rates on adjustable
    loans offered by no fewer than five banking institutions located
    in Southern California that the Payee, in its sole discretion,
    deems representative of banking institutions in the Ventura and
    Los Angeles County areas.  Payee shall give Staff Member notice
    if the interest rate shall be determined using this alternative
    method.  Notwithstanding the foregoing, the interest rate shall
    never be increased or decreased on any single Change Date by more
    than one

    percentage point from the interest rate for the preceding 12
    months.  At no time during the term of this Note shall the annual
    interest rate exceed 7.1% per annum.

    Payee shall deliver or mail to Staff Member a notice of any
    changes in the adjustable interest rate on this Note and the
    amount of the Staff Member's semi-monthly payroll deductions
    before the effective date of any change.  The notice shall
    include information required by law to be given to Staff Member
    and also the title and telephone number of a person who shall
    answer any questions Staff Member may have regarding the notice.

3.  Salary Deduction.

    The interest on this Note shall be payable by semi-monthly
    deductions from Staff Member's salary.  The amount of such
    deductions shall initially be Six Hundred Eighty-Three and 33/100
    Dollars ($683.33) per installment; provided, however, that the
    manner of payment of this Note shall not be limited to deductions
    from Staff Member's salary.  The amount of such deductions shall
    be adjusted annually concurrently with any adjustment in the
    interest rate on this Note to ensure that interest to be incurred
    during the ensuing calendar year shall be paid in twenty-four
    (24) equal payments.  The first such installment shall be on
    March 31, 1996; the second installment shall be on April 15,
    1996; and each successive installment shall be on the fifteenth
    and last days of each successive month until the Principal is
    repaid.  Payee shall give Staff Member at least seven (7) days
    advance notice of any adjustment in the amount of said payroll
    deductions.  Staff Member acknowledges and agrees that by
    executing this Note, Staff Member agrees to the payroll
    deductions described in this Note.

4.  Option to Convert.
    -----------------
    At the end of the term of this Note, Staff Member shall have the
    option to seek to convert this loan to a loan amortized over an
    additional five-year period by executing a new Promissory Note at
    terms to be mutually agreed upon by Staff Member and Payee.  In
    the event that Staff Member and Payee are unable to reach
    agreement on such terms, this Note shall become immediately due
    and payable.

5.  Prepayment.

    Staff Member may prepay without penalty this Note in whole or in
    part at any time.  Any and all payments or prepayments under this
    Note may be made by Staff Member to Payee at the following
    address (or such other address as it designates in writing to
    Staff Member):

               AMGEN INC.
               Amgen Center
               Thousand Oaks, California 91320-1789

               Attention:  Accounting Manager

6.  Attorneys' Fees.

    Staff Member agrees to pay all costs and expenses, including,
    without limitation, collection agency fees and expenses,
    reasonable attorneys' fees, costs of suit and costs of appeal,
    which Payee may incur in the exercise, preservation or
    enforcement of its right, powers and remedies hereunder, or under
    any documents or instruments securing this Note, or under law.

7.  Modification of Terms.

    Payee may, with or without notice to Staff Member, cause
    additional parties to be added to this Note, or release any party
    to this Note, or revise, extend, or renew the Note, or extend the
    time for making any installment provided for by this Note, or
    accept any installment in advance, all without affecting the
    liability of Staff Member.  Staff Member may not assign or
    transfer in any manner whatsoever this Note or any of Staff
    Member's obligations under this Note.

8.  Security Interest.

    The purpose of this loan is to purchase a personal residence.
    Staff Member shall secure this loan by executing and causing to
    be filed, immediately upon close of escrow, a trust deed on this
    residence, commonly known as 5603 Greyfeather Court, Westlake
    Village, California 91362 whose property description is as
    follows:

    Lot 293 of Tract No. 3507-4, in the City of Thousand Oaks, as per
    map recorded in Book 97, Page 18 of Maps, in the office of the
    County Recorder of Ventura County, California.

9.  Acceleration.

    A) In the event Staff Member fails to pay when due any sums under
    this Note, then:

      (1) the entire unpaid balance of this Note shall, at the option
      of the Payee hereof, immediately become due and payable in full
      and unpaid Principal thereafter shall bear interest at the
      lesser of the maximum rate permitted by law or at the rate of
      7.1% per annum; and

      (2) Staff Member authorizes Payee to deduct any sums due to
      Payee under this Note from any monies, including any wages due,
      otherwise owing to Staff Member.

    B) If Staff Member sells the residence which is purchased with
    the funds herein provided, this Note shall immediately become due
    and payable upon the sale of such residence.

10. Waiver of Rights by Staff Member.

    Staff Member waives (1) presentment, demand, protest, notice of
    dishonor and/or protest and notice of non-payment; (2) the right,
    if any, to the benefit of, or to direct the application of, any
    security hypothecated to Payee until all indebtedness of Staff
    Member to Payee, however arising, has been paid; and (3) the
    right to require the Payee to proceed against any party to this
    Note, or to pursue any other remedy in Payee's power.  Payee may
    proceed against Staff Member directly and independently of any
    other party to this Note, and the cessation of the liability of
    any other party for any reason other than full payment, or any
    revision, renewal, extension, forbearance, change of rate of
    interest, or acceptance, release or substitution of security, or
    any impairment or suspension of Payee's remedies or rights
    against any other party, shall not in any way affect the
    liability of Staff Member.

11. Obligations of Persons Under this Note.

    If more than one person signs this Note, each person is fully and
    personally obligated to keep all of the promises made in this
    Note, including the promise to pay the full amount owed.  Any
    person who is a guarantor, surety, or endorser of this Note is
    also obligated to do these things.  Any person who takes


    over these obligations, including the obligations of a guarantor,
    surety or endorser of this Note, is also obligated to keep all of
    the promises made in this Note.  Payee may enforce its rights
    under this Note against each person individually or against all
    of the signatories to this Note.  This means that any one of the
    signatories to this Note may be required to pay all of the
    amounts owed under this Note.

12. Governing Law.

    This Note and the obligations under this Note of Staff Member or
    any other signatory to this Note shall be governed by and
    interpreted and determined in accordance with the laws of the
    State of California as applied to contracts between California
    residents entered into and to be performed entirely within said
    State.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Note as of the 19th day of March, 1996.


                         /s/ Stan Benson
                         ____________________                        
                         STAN BENSON


                         /s/ Joann M. Benson
                         ____________________                            
                         JOANN M. BENSON

 


 5
 1,000,000
       
                             
                   12-MOS
                          DEC-31-1995
                               DEC-31-1995
                                              67
                                       984
                                      213
                                        14
                                         89
                                  1454
                                             744
                                      84
                                    2433
                              584
                                              0
                                0
                                          0
                                             0
                                        1672
                      2433
                                           1819
                                  1940
                                              273
                                     1196
                                     0
                                     0
                                  15
                                    794
                                       257
                                538
                                       0
                                      0
                                            0
                                       538
                                     1.92
                                     1.88