SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON D.C. 20549

                                      FORM 10-Q



        (Mark One)
        [ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended March 31, 1994

                                         OR

        [    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934


        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


        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

             As of March 31, 1994, the  registrant had 133,008,514 shares  of
        Common Stock, $.0001 par value, outstanding.

        
                                     AMGEN INC.





                                        INDEX


                                                                 Page No.

        PART I    FINANCIAL INFORMATION

                  Item 1.Financial Statements .......................3

                    Condensed Consolidated Statements of
                    Operations - three months
                    ended March 31, 1994 and 1993 ...............4 - 5

                    Condensed Consolidated Balance Sheets -
                    March 31, 1994 and December 31, 1993 ............6

                    Condensed Consolidated Statements of
                    Cash Flows - three months
                    ended March 31, 1994 and 1993 ...............7 - 8

                    Notes to Condensed Consolidated Financial
                    Statements ......................................9

                  Item 2.Management's Discussion and Analysis
                         of Financial Condition and Results of
                         Operations ................................13


        PART II   OTHER INFORMATION

                  Item 1.Legal Proceedings .........................19

                  Item 6.Exhibits and Reports on Form 8-K ..........21

                  Signatures........................................22

                  Index to Exhibits.................................23



        
                           PART I - FINANCIAL INFORMATION


        Item 1.   Financial Statements

             The information  in  this  report for  the  three  months  ended
        March 31, 1994 and  1993, is unaudited  but includes all  adjustments
        (consisting only  of  normal  recurring accruals)  which  Amgen  Inc.
        ("Amgen"  or   the  "Company")   considers  necessary   for  a   fair
        presentation of the results of operations for those periods.

             The condensed financial statements should be read in conjunction
        with  the  Company's  financial  statements  and  the  notes  thereto
        contained in the Company's Annual Report on Form 10-K for the  fiscal
        year ended December 31, 1993.

             Interim results are  not necessarily indicative  of results  for
        the full fiscal year.



        
                                     AMGEN INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                        (In thousands, except per share data)
                                     (Unaudited)

                                                  Three Months Ended
                                                       March 31,
                                                   1994        1993
                                                ----------  ----------
             Revenues:
               Product sales                     $345,731    $295,452
               Corporate partner revenues          13,991      10,900
               Royalty income                       4,276       3,891
                                                 --------    --------
                    Total revenues                363,998     310,243
                                                 --------    --------
             Operating expenses:
               Cost of sales                       53,283      50,904
               Research and development            73,725      56,125
               Marketing and selling               53,173      46,733
               General and administrative          28,308      27,743
               (Earnings) loss of
                  affiliates, net                   7,257       2,124
                                                 --------    --------
                    Total operating expenses      215,746     183,629
                                                 --------    --------
             Operating income                     148,252     126,614
                                                 --------    --------
             Other income (expense):
               Interest and other income            5,511       5,869
               Interest expense, net               (2,640)         (9)
                    Total other income           --------    --------
                       (expense)                    2,871       5,860
                                                 --------    --------
             Income before income taxes
               and cumulative effect of
               a change in accounting
               principle                          151,123     132,474
             Provision for income taxes            57,663      51,914
                                                 --------    --------
             Income before cumulative
               effect of a change in
               accounting principle                93,460      80,560
             Cumulative effect of a
               change in accounting
               principle                                -       8,738
                                                 --------    --------
             Net income                          $ 93,460    $ 89,298
                                                 ========    ========


                               See accompanying notes.

                              (Continued on next page)


        
                                     AMGEN INC.

             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

                        (In thousands, except per share data)
                                     (Unaudited)

                                                  Three Months Ended
                                                       March 31,
                                                   1994        1993
                                                ----------  ----------
             Earnings per share:
               Primary:
                  Income before cumulative
                    effect of a change in
                    accounting principle        $    .66    $    .55
                  Cumulative effect of a
                    change in accounting
                    principle                          -         .06
                                                  --------    --------
                  Net income                    $    .66    $    .61
                                                  ========    ========

               Fully diluted:
                  Income before cumulative
                    effect of a change in
                    accounting principle        $    .66    $    .55
                  Cumulative effect of a
                    change in accounting
                    principle                          -         .06
                                                  --------    --------
                  Net income                    $    .66    $    .61
                                                  ========    ========

             Shares used in calculation of:
               Primary earnings per share          141,371     145,696
               Fully diluted earnings per
                  share                            141,371     145,696


                               See accompanying notes.


        
                                     AMGEN INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (In thousands)
                                     (Unaudited)

                                                     March 31,    December
                                                                    31,
                                                       1994        1993
                                                    ----------  ----------
                                       ASSETS
        Current assets:
          Cash and cash equivalents                 $  147,731  $  128,505
          Marketable securities, at cost which
             approximates market                       572,333     594,679
          Trade receivables, net                       171,120     164,337
          Inventories                                   81,912      74,712
          Deferred tax assets, net                      56,430      58,937
          Other current assets                          32,573      33,340
                                                    ----------  ----------
                  Total current assets               1,062,099   1,054,510

        Property, plant and equipment at cost, net     606,101     586,912
        Investments                                     79,118      78,778
        Other assets                                    55,490      45,323
                                                    ----------  ----------
                                                    $1,802,808  $1,765,523
                                                    ==========  ==========

                        LIABILITIES AND STOCKHOLDERS' EQUITY
        Current liabilities:
          Accounts payable                          $   20,710  $   23,056
          Commercial paper                              99,847     109,767
          Other accrued liabilities                    297,889     279,438
                                                    ----------  ----------
                  Total current liabilities            418,446     412,261

        Long-term debt                                 183,439     181,242

        Commitments and contingencies

        Stockholders' equity:
          Common stock, $.0001 par value;
             750,000 shares authorized;
             outstanding - 133,009 shares in
             1994 and 134,214 shares in 1993                13          13
          Additional paid-in capital                   646,798     636,217
          Retained earnings                            554,112     535,790
                                                    ----------  ----------
                  Total stockholders' equity         1,200,923   1,172,020
                                                    ----------  ----------
                                                    $1,802,808  $1,765,523
                                                    ==========  ==========

                               See accompanying notes.
        
                                     AMGEN INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (In thousands)
                                     (Unaudited)

                                                   Three Months Ended
                                                         March 31,
                                                      1994      1993
                                                    --------  --------

             Cash flows from operating activities:
               Net income                            $93,460   $89,298
               Depreciation and amortization          17,789    12,047
               Cumulative effect of an accounting
                  change                                   -    (8,738)
               Other non-cash expenses                    57        57
               Deferred income taxes                   2,507    13,000
               (Earnings) loss of affiliates, net      7,257     2,124
               Cash provided by (used in):
                  Trade receivables, net              (6,783)  (38,118)
                  Inventories                         (7,200)   (7,942)
                  Other current assets                   767    (4,371)
                  Accounts payable                    (2,346)  (14,885)
                  Accrued liabilities                 11,172   (48,209)
                                                    --------  --------
                    Net cash provided by (used in)
                       operating activities          116,680    (5,737)
                                                    --------  --------

             Cash flows from investing activities:
               Purchases of property, plant
                  and equipment                      (36,978)  (67,276)
               Increase in marketable securities      22,346    85,063
               Decrease (increase) in investments        651    (8,349)
               Distributions from affiliated
                  companies                                -       257
               Increase in other assets              (10,167)  (20,864)
                                                    --------  --------
                    Net cash used in investing
                       activities                    (24,148)  (11,169)
                                                    --------  --------


                               See accompanying notes.

                              (Continued on next page)


        
                                     AMGEN INC.

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                   (In thousands)
                                     (Unaudited)


                                                   Three Months Ended
                                                         March 31,
                                                      1994      1993
                                                    --------  --------

             Cash flows from financing activities:
               Decrease in commercial paper          $(9,920) $      -
               Proceeds from issuance of
                  long-term debt                      10,000        53
               Repayment of long-term debt              (524)     (482)
               Net proceeds from issuance of
                  common stock                         5,278     6,934
               Tax benefit related to
                  stock options                        4,400     4,000
               Net proceeds from issuance
                  of warrants                            846     1,151
               Repurchases of common stock           (75,138)  (60,056)
               Other                                  (8,248)   (4,724)
                                                    --------  --------
                    Net cash used in
                       financing activities          (73,306)  (53,124)
                                                    --------  --------
             Increase (decrease) in cash and
               cash equivalents                       19,226   (70,030)

             Cash and cash equivalents at
               beginning of period                   128,505    92,048
                                                    --------  --------
             Cash and cash equivalents at
               end of period                        $147,731  $ 22,018
                                                    ========  ========

                               See accompanying notes.


        
                                     AMGEN INC.

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   March 31, 1994


        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%  owned and/or  where the  Company  exercises
        significant influence  over operations  are accounted  for using  the
        equity method.   All other investments  are accounted  for under  the
        cost method.   (Earnings) 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.

          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 thousands):

                                                  March 31,  December
                                                                  31,
                                                    1994         1993
                                                  -------      -------
               Raw materials                      $12,735      $ 8,001
               Work in process                     46,794       47,138
               Finished goods                      22,383       19,573
                                                  -------      -------
                                                  $81,912      $74,712
                                                  =======      =======

          Product sales

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

             As a result  of arbitration proceedings  involving an  agreement
        between Amgen and Ortho  Pharmaceutical Corporation, a subsidiary  of
        Johnson & Johnson ("Johnson & Johnson") covering the U.S. market  for
        the Company's Epoetin alfa product, Amgen does not recognize  product
        sales it makes into the contractual  market of Johnson & Johnson  and
        does recognize  the product  sales made  by  Johnson &  Johnson  into
        Amgen's contractual  market.   These sales  amounts, and  adjustments
        thereto, are derived from third-party data on shipments to end  users
        and  their  usage  as  the  data  becomes  available  (see  Note   4,
        "Commitments and contingencies - Johnson & Johnson arbitration").

          Income taxes

             Income taxes are accounted for  in accordance with Statement  of
        Financial Accounting Standards ("SFAS") No. 109 (Note 3).

          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  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.

          Basis of presentation

             The financial information for the  three months ended March  31,
        1994 and 1993, are unaudited but include all adjustments  (consisting
        only of  normal  recurring  accruals)  which  the  Company  considers
        necessary for a fair  presentation of the  results of operations  for
        these periods.   Interim results  are not  necessarily indicative  of
        results for the full fiscal year.


          Reclassification

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




        2.   Debt

             As of  March 31,  1994, $99.8  million of  commercial paper  was
        outstanding.  These borrowings had maturities of three months or less
        and had effective interest rates averaging 3.3%.

             As of  March 31,  1994, $150  million  was available  under  the
        Company's line of credit for borrowing  and to support the  Company's
        commercial paper program.


        
             Long-term debt consists of the following (in thousands):

                                                   March 31,  December 31,
                                                     1994         1993
                                                   --------     --------
               Medium Term Notes                   $113,000     $103,000
               Promissory notes                      68,200       68,200
               Other long-term obligations           11,247       11,771
                                                   --------     --------
                                                    192,447      182,971
               Less current portion                  (9,008)      (1,729)
                                                   --------     --------
                                                   $183,439     $181,242
                                                   ========     ========

             The Company has registered $200 million of unsecured medium term
        debt securities  ("Medium Term  Notes") of  which $113  million  were
        outstanding at  March  31,  1994.   During  the  three  months  ended
        March 31, 1994,  the  Company issued  an  additional $10  million  of
        Medium Term Notes with five year maturities at a fixed rate of 5.5%.





        3.   Income taxes

             The provision for  income taxes  consists of  the following  (in
        thousands):

                                                   Three Months Ended
                                                       March 31,
                                                     1994      1993
                                                   --------  --------
                   Current income taxes:
                     Federal                       $49,861   $42,588
                     State                           7,802     9,326
                                                   -------   -------
                        Total                      $57,663   $51,914
                                                   =======   =======


        4.   Commitments and contingencies

          Johnson & Johnson arbitration

             In September  1985, the  Company granted  Johnson &  Johnson  an
        exclusive license under certain patented  technology and know how  of
        the Company to sell erythropoietin  throughout the United States  for
        all human uses except dialysis and diagnostics.

             In  January  1989,  Johnson  &  Johnson  initiated   arbitration
        proceedings with respect  to a number  of disputes  which had  arisen
        between Amgen and Johnson & Johnson  as to the respective rights  and
        obligations of the parties under the various agreements between them.
        Amgen filed  a  cross  petition for  arbitration  raising  additional
        disputes for  resolution  by  the  arbitrator.    The  scope  of  the
        arbitration  covers   erythropoietin,   hepatitis   B   vaccine   and
        interleukin-2.

             In April 1990, the arbitrator ruled that Johnson & Johnson  must
        purchase from Amgen all of Johnson  & Johnson's actual United  States
        sales requirements of recombinant human erythropoietin.  In  December
        1990,  the  U.S.  Food  and  Drug  Administration  approved   Amgen's
        application to name Johnson & Johnson  a distributor of Epoetin  alfa
        under the trademark PROCRIT(R).  In  January 1991, Johnson &  Johnson
        began distributing Epoetin alfa.

             In June 1991, the arbitrator issued an opinion awarding  Johnson
        & Johnson $164 million  on its claims  regarding erythropoietin.   In
        September 1992,  the  arbitrator found  that  Johnson &  Johnson  had
        breached  its   obligations  regarding   hepatitis  B   vaccine   and
        interleukin-2, and in January 1993 awarded the Company  approximately
        $90 million in damages against Johnson  & Johnson.  In January  1993,
        the Company  paid  Johnson  &  Johnson  the  sum  of  $82.4  million,
        representing the  difference between  the damages  awarded Johnson  &
        Johnson as a result  of its erythropoietin  claims, less the  amounts
        awarded Amgen against Johnson & Johnson as a result of its  hepatitis
        B vaccine and interleukin-2 claims, plus interest.  Johnson & Johnson
        returned to the Company the rights to develop and market hepatitis  B
        vaccine and interleukin-2 in March 1991.

             The Company and  Johnson &  Johnson are  required to  compensate
        each other for Epoetin alfa sales  which either party makes into  the
        other party's contractual market.  The Company has established and is
        employing an accounting methodology to allocate the proceeds of sales
        of EPOGEN(R)  and  PROCRIT(R)  in Amgen's  and  Johnson  &  Johnson's
        respective contractual markets.  Johnson  & Johnson has disputed  the
        methodology employed by the Company  and is proposing an  alternative
        methodology for adoption by  the arbitrator.  If  as a result of  the
        arbitration proceeding, a methodology  different than that  currently
        employed by the  Company is instituted  to allocate  the proceeds  of
        sales between the parties,  it may yield  results that are  different
        from the results of the accounting 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.  Periodically, the Company makes payments
        to Johnson &  Johnson when a  net liability to  Johnson & Johnson  is
        calculated based upon  the Company's  accounting methodology.   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.  Due to the uncertainties of
        any arbitrated result, the Company has recorded net liabilities  that
        exceed the amounts paid to Johnson & Johnson.

             No date has been set for the trial before the arbitrator of  the
        accounting methodologies  and compensation  for  sales by  Johnson  &
        Johnson into  Amgen's  contractual market  and  sales by  Amgen  into
        Johnson & Johnson's contractual market.  Discovery as to these issues
        is in progress.

             While it is not possible to predict accurately or determine  the
        eventual outcome  of  this  matter, the  Company  believes  that  the
        outcome of this  legal proceeding will  not have  a material  adverse
        effect on the operations or financial position of the Company.


          Other litigation

             The Company  is  engaged  in  various  other  legal  proceedings
        including patent  disputes.   While it  is  not possible  to  predict
        accurately or 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 operations or financial position  of
        the Company.


        5.   Stockholders' equity

             During the  three  months  ended March  31,  1994,  the  Company
        repurchased 1.8 million shares of its common stock at a total cost of
        $75.1 million under its  common stock repurchase  program.  At  March
        31, 1994,  $256.5 million  of the  amount approved  by the  Board  of
        Directors remained  available  for repurchase  through  December  31,
        1994.   Stock  repurchased under  the  program is  retired  and  such
        repurchases offset  the dilutive  effects of  the Company's  employee
        benefit stock option and stock purchase plans.


        Item 2.   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations


        Liquidity and Capital Resources

             The Company had cash, cash equivalents and marketable securities
        of $720.1 million at March 31, 1994, compared with $723.2 million  at
        December 31, 1993.   Cash provided by  operating activities has  been
        and is expected  to continue to  be the Company's  primary source  of
        funds.   During the  three months  ended March  31, 1994,  operations
        provided $116.7 million of cash.  During the three months ended March
        31, 1993, operations used $5.7 million of cash primarily as a  result
        of making an $82.4 million payment to Johnson & Johnson in settlement
        of an obligation resulting from an arbitration proceeding (see "Legal
        Matters - Johnson &  Johnson arbitration") and  an increase in  trade
        accounts receivable due to a temporary extension of payment terms  to
        EPOGEN(R) customers.

             Capital expenditures totaled  $37 million for  the three  months
        ended March 31, 1994, compared with $67.3 million for the same period
        a year ago.   The  reduction in capital  expenditures is  due to  the
        completion of several facilities in  1993, including the Puerto  Rico
        finish and  fill facility.   Over  the next  few years,  the  Company
        expects to spend approximately $150 million to $200 million per  year
        on capital projects.   These expenditures will  primarily be used  to
        expand the Company's operations.

             The Company has  an ongoing common  stock repurchase program  to
        offset dilutive  effects of  its employee  benefit stock  option  and
        stock purchase plans.  Since its inception in 1992 through March  31,
        1994, the Company has repurchased $368.5 million of its common  stock
        and is  authorized to  purchase up  to an  additional $256.5  million
        through December 31, 1994.  During  the three months ended March  31,
        1994, the Company purchased 1.8 million  shares of common stock at  a
        cost of $75.1 million.

             To provide for  financial flexibility  and increased  liquidity,
        the Company has established several sources  of debt financing.   The
        Company has filed a shelf registration statement with the  Securities
        and Exchange Commission under which it could issue up to $200 million
        of Medium Term Notes.  At March 31, 1994, $113 million of Medium Term
        Notes were outstanding  with maturities of  five to ten  years.   The
        Company has a commercial paper program which provides for  short-term
        borrowings up to an  aggregate of $200 million.   At March 31,  1994,
        $99.8 million of commercial paper was outstanding all with maturities
        of three months or less.  As individual issuances under this  program
        mature, the  Company  may  issue  new debt  either  in  the  form  of
        commercial paper or Medium Term Notes depending on interest rates and
        other market factors.  The Company also has a $150 million  revolving
        line of credit, principally to support the Company's commercial paper
        program.  No borrowings  on this line of  credit were outstanding  at
        March 31, 1994.

             The  Company  hedges  certain   portions  of  its  exposure   to
        anticipated foreign currency  cash flows through  the use of  forward
        and option  foreign  exchange contracts.    At March  31,  1994,  the
        Company  had  forward  and  option  foreign  exchange  contracts   of
        approximately $302 million and $14 million, respectively, all  having
        maturities of  less  than  one year.    The  Company's  net  economic
        exposure is  substantially less  than the  absolute dollar  value  of
        these contracts.

             Cash is  invested in  accordance with  a policy  objective  that
        seeks to ensure both liquidity and safety of principal.   Investments
        are made  to achieve  the  highest rate  of  return to  the  Company,
        consistent with the policy objectives.  The policy limits investments
        to certain types  of instruments issued  by institutions with  strong
        investment grade  credit ratings,  and places  restrictions on  their
        terms  and  concentration  by  type   and  issuer.    The   Company's
        investments  are  subject  to  the  risk  of  market  interest   rate
        fluctuations and risks associated with the ability of the issuers  to
        perform their obligations under the instruments.

             The Company believes  that existing funds,  cash generated  from
        operations and external  sources of financing  should be adequate  to
        satisfy its working capital and capital expenditure requirements  and
        to support its  common stock repurchase  program for the  foreseeable
        future.   However,  the  Company  may  take  advantage  of  favorable
        conditions in the  capital markets to  raise additional capital  from
        time to time.


        Results of Operations

        Product sales

             Product sales  increased  $50.3 million  or  17% for  the  three
        months ended March 31, 1994, compared with the same period last year.

          NEUPOGEN(R) (Filgrastim)

             NEUPOGEN(R) sales were $181.7 million for the three months ended
        March 31, 1994,  an increase of  $23.2 million or  15% over the  same
        period last year.

             Domestic sales of  NEUPOGEN(R) were $132  million for the  three
        months ended March 31, 1994, an increase of $12.3 million or 10% over
        the same  period last  year.   This  increase  was primarily  due  to
        increased  penetration  of  the  colony-stimulating  factor   market,
        partially offset by a  reduction in inventory held  by wholesalers.  
        The Company anticipates  that  the inventory held  by  wholesalers
        will increase during the remainder of the current year.

             NEUPOGEN(R)  sales  outside  the  United  States,  primarily  in
        Europe, were $49.7 million for the three months ended March 31, 1994,
        an increase of $10.9  million over the same  period last year.   Unit
        sales volume increased 39%  during the three  months ended March  31,
        1994 compared with the same period last year due to increased  market
        penetration of  NEUPOGEN(R).   However, unfavorable  fluctuations  in
        foreign currency exchange  rates reduced  the sales  increase to  28%
        when measured in U.S. dollars.

             During the  three months  ended March  31, 1994,  Rhone-Poulenc-
        Rorer and Chugai Pharmaceutical Co.,  Ltd. began jointly marketing  a
        G-CSF product in  the EC.   Although  there has  been no  significant
        effect on the  Company's sales, it is  not possible  to predict the
        ultimate  impact this  competitive product  will have  on future
        EC NEUPOGEN(R) sales.

             Quarterly NEUPOGEN(R) sales  volumes in both  the United  States
        and Europe are influenced by a number of factors including underlying
        demand,  seasonality  of  cancer  chemotherapy  administration,   and
        wholesaler inventory management practices.  The Company's  experience
        has shown  that  reduced  chemotherapy  usage  occurs  in  the  third
        calendar quarter in Europe and in the fourth calendar quarter in  the
        United States.  The corresponding effects on the Company's sales have
        occurred in  the third  calendar quarter  in  Europe, and  have  been
        delayed until the first calendar quarter in the United States.

             The Company believes that NEUPOGEN(R) sales in 1994 will  exceed
        the 1993 level, but that the growth rate of NEUPOGEN(R) sales in  the
        future will be lower than the growth rate in 1993.  NEUPOGEN(R) sales
        increases are  dependent 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.
        In addition, international NEUPOGEN(R) sales revenues are subject  to
        fluctuations in foreign currency exchange rates.

          EPOGEN(R) (Epoetin alfa)

             EPOGEN(R) sales were  $164 million  for the  three months  ended
        March 31,  1994, an  increase of  $27 million  or 20%  over the  same
        period last year.  This increase was primarily due to an increase  in
        the U.S. dialysis patient population and the administration of higher
        doses of  EPOGEN(R)  per  patient.    The  Company  anticipates  that
        increases in the U.S. dialysis patient population, currently estimated
        to grow at an annual rate of 8% - 10%, and increases in dose per 
        patient will continue to drive the growth of EPOGEN(R) sales in the 
        current year.  However, the annual growth rate for 1994 is expected
        to be lower than the growth rate realized in the first quarter.

             The federal government enacted legislation effective January  1,
        1994 to lower  reimbursement provided to  facilities that  administer
        EPOGEN(R) from  $11  per  thousand  units  administered  to  $10  per
        thousand units administered.  During the three months ended March 31,
        1994, the change  in reimbursement did  not have  a material  adverse
        effect on EPOGEN(R) sales.

        Cost of sales

             Cost of sales  as a percentage  of product sales  was 15.4%  and
        17.2%  for  the  three  months  ended   March  31,  1994  and   1993,
        respectively.   The decrease  in cost  of sales  as a  percentage  of
        product sales  is  primarily  due to  a  reduction  in  royalties  on
        NEUPOGEN  sales as a result of the purchase of the limited  partners'
        interests in Amgen Clinical Partners,  L.P. in March 1993,  partially
        offset by increases in overhead costs.  Cost of sales as a percentage
        of product  sales  is not  expected  to vary  significantly  for  the
        foreseeable future.

        Research and development

             During the  three  months ended  March  31, 1994,  research  and
        development expenses increased $17.6 million or 31% compared with the
        same period last year.  This increase was primarily due to  expansion
        of the  Company's  research  and  development  staffs  and  increased
        expenditures on external  research collaborations.   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
        development and increases in  external research collaboration  costs,
        including acquisitions of  product and technology  rights from  third
        parties.

        Marketing and selling

             Marketing and  selling expenses  increased $6.4  million or  14%
        during the three months ended March  31, 1994 compared with the  same
        period last year.  These increases were primarily due to: 1) domestic
        and international marketing expenses to support continued NEUPOGEN(R)
        market penetration  and, 2)  to support  EPOGEN(R) marketing  efforts
        focused on educating users on the importance of maintaining  patients
        within the  target  hematocrit range.    The future  growth  rate  of
        marketing  and  selling  expenses  is  expected  to  approximate  the
        anticipated annual product sales growth rate.

        General and administrative

             General and administrative expenses increased $.6 million or  2%
        during the three months ended March  31, 1994 compared with the  same
        period  last  year.     The  future  growth   rate  of  general   and
        administrative expenses is expected to  be less than the  anticipated
        annual product sales growth rate.

        Income taxes

             The Company's  effective tax  rate for  the three  months  ended
        March 31, 1994 was 38.2% compared  to 39.2% for the same period  last
        year.  The decrease in the tax rate was primarily due to a  reduction
        in state taxes which  resulted from changes  in the apportionment  of
        taxable income among states.

             In the future, the Company expects to receive tax benefits  from
        manufacturing products  at  its facility  in  Puerto Rico,  which  is
        currently awaiting licensure  by regulatory bodies.   Realization  of
        these tax benefits is expected to result in an effective tax rate  of
        32%-34%.  These  benefits are expected  to begin after  the plant  is
        licensed  and  sales  of   commercial  products  manufactured   there
        commence.


        Legal Matters

          Johnson & Johnson arbitration

             In September  1985, the  Company granted  Johnson &  Johnson  an
        exclusive license under certain patented  technology and know how  of
        the Company to sell erythropoietin  throughout the United States  for
        all human uses except dialysis and diagnostics.

             In  January  1989,  Johnson  &  Johnson  initiated   arbitration
        proceedings with respect  to a number  of disputes  which had  arisen
        between Amgen and Johnson & Johnson  as to the respective rights  and
        obligations of the parties under the various agreements between them.
        Amgen filed  a  cross  petition for  arbitration  raising  additional
        disputes for  resolution  by  the  arbitrator.    The  scope  of  the
        arbitration  covers   erythropoietin,   hepatitis   B   vaccine   and
        interleukin-2.

             In April 1990, the arbitrator ruled that Johnson & Johnson  must
        purchase from Amgen all of Johnson  & Johnson's actual United  States
        sales requirements of recombinant human erythropoietin.  In  December
        1990,  the  U.S.  Food  and  Drug  Administration  approved   Amgen's
        application to name Johnson & Johnson  a distributor of Epoetin  alfa
        under the trademark PROCRIT(R).  In  January 1991, Johnson &  Johnson
        began distributing Epoetin alfa.

             In June 1991, the arbitrator issued an opinion awarding  Johnson
        & Johnson $164 million  on its claims  regarding erythropoietin.   In
        September 1992,  the  arbitrator found  that  Johnson &  Johnson  had
        breached  its   obligations  regarding   hepatitis  B   vaccine   and
        interleukin-2, and in January 1993 awarded the Company  approximately
        $90 million in damages against Johnson  & Johnson.  In January  1993,
        the Company  paid  Johnson  &  Johnson  the  sum  of  $82.4  million,
        representing the  difference between  the damages  awarded Johnson  &
        Johnson as a result  of its erythropoietin  claims, less the  amounts
        awarded Amgen against Johnson & Johnson as a result of its  hepatitis
        B vaccine and interleukin-2 claims, plus interest.  Johnson & Johnson
        returned to the Company the rights to develop and market hepatitis  B
        vaccine and interleukin-2 in March 1991.

             The Company and  Johnson &  Johnson are  required to  compensate
        each other for Epoetin alfa sales  which either party makes into  the
        other party's contractual market.  The Company has established and is
        employing an accounting methodology to allocate the proceeds of sales
        of EPOGEN(R)  and  PROCRIT(R)  in Amgen's  and  Johnson  &  Johnson's
        respective contractual markets.  Johnson  & Johnson has disputed  the
        methodology employed by the Company  and is proposing an  alternative
        methodology for adoption by  the arbitrator.  If  as a result of  the
        arbitration proceeding, a methodology  different than that  currently
        employed by the  Company is instituted  to allocate  the proceeds  of
        sales between the parties,  it may yield  results that are  different
        from the results of the accounting 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.  Periodically, the Company makes payments
        to Johnson &  Johnson when a  net liability to  Johnson & Johnson  is
        calculated based upon  the Company's  accounting methodology.   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.  Due to the uncertainties of
        any arbitrated result, the Company has recorded net liabilities  that
        exceed the amounts paid to Johnson & Johnson.

             No date has been set for the trial before the arbitrator of  the
        accounting methodologies  and compensation  for  sales by  Johnson  &
        Johnson into  Amgen's  contractual market  and  sales by  Amgen  into
        Johnson & Johnson's contractual market.  Discovery as to these issues
        is in progress.

             While it is not possible to predict accurately or determine  the
        eventual outcome  of  this  matter, the  Company  believes  that  the
        outcome of this  legal proceeding will  not have  a material  adverse
        effect on the operations or financial position of the Company.

          Other litigation

             The Company  is  engaged  in various  other  legal  proceedings,
        including patent  disputes.   While it  is  not possible  to  predict
        accurately or determine  the eventual outcome  of these matters,  the
        Company believes  that these  proceedings will  not have  a  material
        adverse effect  on  the  operations  or  financial  position  of  the
        Company.


        Outlook

             The Company has submitted additional data  to the U.S. Food  and
        Drug  Administration  ("FDA")  to   seek  expansion  of  the   target
        hematocrit range for  patients with chronic  renal failure  receiving
        Epoetin alfa from the current range of 30 to 33 percent to a range of
        30 to 36 percent.  This data is currently being reviewed by the FDA.

             The Company has also filed a product license amendment with  the
        FDA to expand the approved uses of NEUPOGEN(R) to include a reduction
        in the duration of neutropenia for patients undergoing  myeloablative
        therapy followed by bone marrow  transplantation.  This amendment  is
        currently being reviewed by the FDA for approval.

             In February 1994, the FDA completed the prelicensure  inspection
        of the Puerto Rico  manufacturing facility.   It is anticipated  that
        licensure may occur in 1994.

             Operating in  rapidly changing  health  care policy  arenas  and
        market environments presents many significant and unique  challenges.
        While the federal government  continues to formulate legislation  for
        health care reform, the Company  is adapting to market-driven  forces
        in the United  States and  legislative mandates  in foreign  markets.
        Market forces are changing the economics of health care in the United
        States  through   voluntary  limits   on  price   increases  by   the
        pharmaceutical industry, increases in  the purchasing power of  large
        buying groups, and increased influence on medical care and  treatment
        decisions by managed care organizations.

             The Company is adapting to this changing health care environment
        through programs that work to optimize the use of its products in the
        treatment of patients and clinical  trials designed to evaluate  cost
        and  quality-of-life  parameters  as  well  as  clinical  safety  and
        efficacy.



                             PART II - OTHER INFORMATION

        Item 1.   Legal Proceedings

             The Company  is engaged  in arbitration  proceedings with  Ortho
        Pharmaceutical Corporation, a subsidiary of Johnson & Johnson.  For a
        complete discussion of this matter see Part I, Item 2,  "Management's
        Discussion  and  Analysis  of  Financial  Condition  and  Results  of
        Operations - Legal Matters."   Other legal proceedings are  discussed
        below.

          Elanex Pharmaceuticals litigation

             In October of  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  at  Seattle,  seeks  injunctive  relief  and
        damages for  Elanex' 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' 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 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.

             While it is not possible to  predict accurately or to  determine
        the eventual outcome of  this matter, the  Company believes that  the
        outcome of this  legal proceeding will  not have  a material  adverse
        effect on the operations or financial position of the Company.

          Erythropoietin patent litigation

             Amgen has been  engaged in  litigation (the  "Amgen suit")  with
        Genetics Institute, Inc.  ("Genetics Institute")  and its  commercial
        partner, Chugai Pharmaceutical Co., Ltd., regarding the  infringement
        of Amgen's  patent on  the DNA  sequence used  in the  production  of
        erythropoietin (the "Amgen Patent")  and the infringement by  Amgen's
        erythropoietin product of a patent held by Genetics Institute.

             Genetics Institute and  the Company  announced on  May 11,  1993
        that they agreed  to settle all  outstanding patent disputes  between
        them regarding erythropoietin in the United  States.  As part of  the
        settlement, Genetics Institute  paid the Company  $13,900 during  the
        quarter ended September 30, 1993.   An additional $2,000 may be  paid
        to the Company contingent upon the outcome of certain future  events.
        As a result  of the settlement  of the litigation,  Amgen expects  to
        receive  patents   on   the   process   for   producing   recombinant
        erythropoietin and on the recombinant erythropoietin product.

             In August  1991,  Johnson &  Johnson,  together with  eleven  of
        Johnson & Johnson's Cilag European subsidiaries, filed a suit in  the
        United States District  Court for  the District  of Massachusetts  in
        Boston, the site of  the Amgen suit  against Genetics Institute  (the
        "Boston  Court"),  seeking  damages   from  Genetics  Institute   for
        infringement of the Amgen Patent (the  "Johnson & Johnson suit")  and
        moved to consolidate  the Johnson &  Johnson suit  with the  original
        suit filed by Amgen.  The  two suits were consolidated by the  Boston
        Court.  Amgen was allowed to intervene in the Johnson & Johnson  suit
        for the limited purpose of seeking a summary judgment dismissing  the
        Johnson  &  Johnson  suit.    In  December  1992,  the  Boston  Court
        determined that Johnson  & Johnson had  no standing  to sue  Genetics
        Institute and entered  judgment and dismissed  the Johnson &  Johnson
        suit.  Also,  in December 1992,  the Boston Court  denied motions  by
        Johnson & Johnson  to intervene  in the  Amgen suit  for the  limited
        purpose of  seeking  a  summary  judgment  limiting  Amgen's  damages
        against Genetics  Institute.   Johnson  &  Johnson has  appealed  the
        Boston Court's  December  1992 rulings.    The appeal  by  Johnson  &
        Johnson, together with eleven of its Cilag European subsidiaries,  is
        pending.

             While it is not possible to predict accurately or determine  the
        eventual outcome  of  this  matter, the  Company  believes  that  the
        outcome of the appeal by Johnson  & Johnson will not have a  material
        adverse effect  on  the  operations  or  financial  position  of  the
        Company.


        Item 6.   Exhibits and Reports on Form 8-K

             (a)  Reference is made to the Index to Exhibits included herein.

             (b)  No reports on Form 8-K were  filed during the three  months
                  ended March 31, 1994.

        
                                     SIGNATURES


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






                                             Amgen Inc.
                                             (Registrant)



        Date:     5/11/94                  By:/s/        Gordon M. Binder
        ------------------                 -------------------------------- 
                                              Gordon M. Binder
                                              Chairman of the Board,
                                              Chief Executive Officer and
                                              Acting Chief Financial Officer




        Date:     5/11/94                  By:/s/          Larry A. May
        ------------------                 -------------------------------
                                              Larry A. May
                                              Vice President, Corporate
                                              Controller and Chief
                                              Accounting Officer



        
                                     AMGEN INC.


                                  INDEX TO EXHIBITS


        Exhibit No.                     Description

          4.1       Warrant Agreement, dated September 1,  1990, between the
                    Company, PaineWebber  R&D  Partners,  L.P. and  American
                    Stock Transfer and Trust Company as Warrant Agent. (13)
          4.2       Warrant Agreement, dated November 26,  1991, between the
                    Company and American Stock Transfer and Trust Company as
                    Warrant Agent. (15)
          4.3       Indenture dated January 1, 1992 between  the Company and
                    Citibank N.A., as trustee. (14)
          4.4       Forms of Commercial Paper Master Note Certificates. (18)
         10.1*      Company's 1991 Equity Incentive Plan, as amended. (15)
         10.2*      Company's 1984 Stock Option Plan, as  amended, and forms
                    of Incentive Stock  Option Grant and  Nonqualified Stock
                    Option Grant used in connection therewith. (15)
         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 Employee Stock Purchase Plan, amended April 1,
                    1992. (16)
         10.8       Agreement, dated February 12, 1986,  between the Company
                    and Sloan-Kettering Institute for  Cancer Research (with
                    certain confidential information deleted therefrom). (4)
         10.9       Amendment No. 2, dated November 13,  1990, to Agreement,
                    dated February 12, 1986, between the  Company and Sloan-
                    Kettering Institute  for Cancer  Research (with  certain
                    confidential information deleted therefrom). (13)
         10.10      Research, Development Technology Disclosure  and License
                    Agreement PPO, dated  January 20,  1986, by  and between
                    the Company and Kirin Brewery Co., Ltd. (4)
         10.11      Research Collaboration Agreement, dated August 31, 1990,
                    between Amgen Inc.  and Regeneron  Pharmaceuticals, Inc.
                    (with   certain    confidential   information    deleted
                    therefrom). (13)
         10.12      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)
         10.13      Assignment and  License  Agreement,  dated  October  16,
                    1986, between  the Company  and Kirin-Amgen,  Inc. (with
                    certain confidential information deleted therefrom). (5)
         10.14      G-CSF European  License  Agreement,  dated December  30,
                    1986, between  Kirin-Amgen, Inc.  and the  Company (with
                    certain confidential information deleted therefrom). (5)
         10.15      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)
         10.16*     Company's 1987 Directors' Stock Option Plan, as amended.
                    (13)
         10.17      Cross License  Agreement, dated  June  1, 1987,  between
                    Amgen Inc. and Amgen Clinical Partners, L.P. (6)
         10.18      Development Agreement, dated June 1, 1987, between Amgen
                    Inc. and Amgen Clinical Partners, L.P. (6)
         10.19      Joint Venture  Agreement, dated  June  1, 1987,  between
                    Amgen Inc. and Amgen Clinical Partners, L.P. (6)
         10.20      Partnership Purchase  Option  Agreement,  dated June  1,
                    1987, between  Amgen Inc.  and Amgen  Clinical Partners,
                    L.P. (6)
         10.21*     Company's 1988 Stock Option Plan, as amended. (15)
         10.22*     Company's  Retirement  and  Savings  Plan,  amended  and
                    restated as of January 1, 1993. (16)
         10.23      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. (7)
         10.24      Amending Agreement, dated June 30,  1988, to Development
                    Agreement,  Partner  Purchase  Option  Agreement,  Cross
                    License Agreement  and  Joint  Venture Agreement,  dated
                    June 1,  1987, between  the Company  and Amgen  Clinical
                    Partners, L.P. (7)
         10.25      Agreement on G-CSF in the EC,  dated September 26, 1988,
                    between Amgen  Inc.  and  F.  Hoffmann-La  Roche  &  Co.
                    Limited Company  (with certain  confidential information
                    deleted therefrom). (9)
         10.26      Supplementary Agreement  to Agreement  dated January  4,
                    1989 to Agreement  on G-CSF in  the EC,  dated September
                    26, 1988, between the Company and F. Hoffmann-La Roche &
                    Co.  Limited   Company,   (with   certain   confidential
                    information deleted therefrom). (9)
         10.27      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). (9)
         10.28      Rights Agreement, dated January 24,  1989, between Amgen
                    Inc. and  American  Stock  Transfer and  Trust  Company,
                    Rights Agent. (8)
         10.29      First Amendment to  Rights Agreement, dated  January 22,
                    1991, between Amgen Inc. and American Stock Transfer and
                    Trust Company, Rights Agent. (11)
         10.30      Second Amendment  to Rights  Agreement,  dated April  2,
                    1991, between Amgen Inc. and American Stock Transfer and
                    Trust Company, Rights Agent. (12)
         10.31      Credit Agreement, dated as  of November 15,  1991, among
                    Amgen Inc.,  The Borrowing  Subsidiaries therein  named,
                    the Banks  therein  named,  Swiss Bank  Corporation,  as
                    issuing Bank  and Swiss  Bank  Corporation and  Citicorp
                    USA, Inc., as Co-Agents. (16)
         10.32      Deed of  Trust  and Security  Agreement,  dated June  1,
                    1989,  between  the  Company  and  UNUM  Life  Insurance
                    Company of America. (10)
         10.33      Note, dated June 1,  1989, between the Company  and UNUM
                    Life Insurance Company of America. (10)
         10.34      Agency Agreement, dated November 21, 1991, between Amgen
                    Manufacturing,  Inc.  and  Citicorp  Financial  Services
                    Corporation. (16)
         10.35      Agency Agreement,  dated  May  21, 1992,  between  Amgen
                    Manufacturing,  Inc.  and  Citicorp  Financial  Services
                    Corporation. (16)
         10.36      Guaranty, dated July 29,  1992, by the Company  in favor
                    of Merck Sharp & Dohme Quimica de Puerto Rico, Inc. (16)
         10.37      936 Promissory  Note No.  01, dated  December 11,  1991,
                    issued by Amgen Manufacturing, Inc. (16)
         10.38      936 Promissory  Note No.  02, dated  December 11,  1991,
                    issued by Amgen Manufacturing, Inc. (16)
         10.39      936 Promissory Note No. 001, dated July 29, 1992, issued
                    by Amgen Manufacturing, Inc. (16)
         10.40      936 Promissory Note No. 002, dated July 29, 1992, issued
                    by Amgen Manufacturing, Inc. (16)
         10.41      Guaranty, dated  November 21,  1991, by  the Company  in
                    favor of Citicorp Financial Services Corporation. (16)
         10.42      First Amendment,  dated  as of  June  16,  1992, to  the
                    Credit Agreement, dated as  of November 15,  1991, among
                    Amgen Inc.,  The Borrowing  Subsidiaries therein  named,
                    the Banks  therein  named,  Swiss Bank  Corporation,  as
                    issuing Bank  and Swiss  Bank  Corporation and  Citicorp
                    USA, Inc., as Co-Agents. (16)
         10.43      Second Amendment, dated as  of November 6, 1992,  to the
                    Credit Agreement, dated as  of November 15,  1991, among
                    Amgen Inc.,  The Borrowing  Subsidiaries therein  named,
                    the Banks  therein  named,  Swiss Bank  Corporation,  as
                    issuing Bank  and Swiss  Bank  Corporation and  Citicorp
                    USA, Inc., as Co-Agents. (16)
         10.44      Lease and Agreement relating  to Lease, dated  March 27,
                    1986 and  April  1,  1986,  respectively, for  2003  Oak
                    Terrace Lane between 2001 Hillcrest  Partnership and the
                    Company. (19)
         10.45      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. (17)
         10.46*     Amgen Supplemental Retirement  Plan dated June  1, 1993.
                    (20)
         10.47      Promissory Note of  Mr. Kevin W.  Sharer, dated  June 4,
                    1993. (20)
         10.48      Amendment No.  3  dated  June  25,  1993 to  the  Credit
                    Agreement, dated November  15, 1991, among  the Company,
                    The Borrowing  Subsidiaries  therein  named,  the  Banks
                    therein named,  the Swiss  Bank Corporation,  as issuing
                    Bank and Swiss Bank Corporation and  Citicorp USA, Inc.,
                    as Co-Agents. (20)
         10.49      Promissory Note of Mr. Larry A.  May, dated February 24,
                    1993. (21)
         10.50*     First Amendment dated October 26, 1993  to the Company's
                    Retirement and Savings Plan. (21)
         10.51*     Amgen Performance Based Management Incentive Plan. (21)
         11         Computation of earnings per share.

        -------------
        * 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 the Quarterly Report on Form 10-Q for the
             quarter ended June 30, 1987 on August 12, 1987 and  incorporated
             herein by reference.
        (7)  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.
        (8)  Filed as an exhibit to the Form 8-K Current Report dated January
             24, 1989 and incorporated herein by reference.
        (9)  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.
        (10) Filed as an exhibit to the Quarterly Report on Form 10-Q for the
             quarter ended June 30, 1989 on August 14, 1989 and  incorporated
             herein by reference.
        (11) Filed as an exhibit to the Form 8-K Current Report dated January
             22, 1991 and incorporated herein by reference.
        (12) Filed as an exhibit to the  Form 8-K Current Report dated  April
             12, 1991 and incorporated herein by reference.
        (13) Filed as an exhibit  to the Annual Report  on Form 10-K for  the
             year ended  March 31,  1991 on  July  1, 1991  and  incorporated
             herein by reference.
        (14) Filed as an  exhibit to  Form S-3  Registration Statement  dated
             December 19, 1991 and incorporated herein by reference.
        (15) Filed as an exhibit  to the Annual Report  on Form 10-K for  the
             year ended December 31, 1991 on March 30, 1992 and  incorporated
             herein by reference.
        (16) 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.
        (17) Filed as an  exhibit to the  Form 8-A dated  March 31, 1993  and
             incorporated herein by reference.
        (18) 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.
        (19) 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.
        (20) 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.
        (21) 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.


        
                                                                   EXHIBIT 11
                                     AMGEN INC.

                          COMPUTATION OF PER SHARE EARNINGS
                        PRIMARY AND FULLY DILUTED COMPUTATION

                        (In thousands except per share data)
                                     (Unaudited)


                                                      Three Months Ended
                                                            March 31,
                                                          1994      1993 
                                                      --------   --------
        Income before cumulative effect of a change
           in accounting principle                     $93,460    $80,560
        Cumulative effect of a change in accounting
           principle                                         -      8,738
                                                       -------    -------
        Net income                                     $93,460    $89,298
                                                       =======    =======

        Applicable common and common stock
           equivalent shares:
             Weighted average shares of common
                stock outstanding during the
                period                                 133,961    136,383

             Incremental number of shares
                outstanding during the period
                resulting from the assumed
                exercises of stock options and
                warrants                                 7,410      9,313
                                                      --------   --------

        Weighted average shares of common stock
           and common stock equivalents
           outstanding during the period               141,371    145,696
                                                      ========   ========

        Earnings per common share primary and fully
           diluted:
             Income before cumulative effect of a
                change in accounting principle        $   .66    $   .55
             Cumulative effect of a change in
                accounting principle                        -        .06
                                                       -------    -------
             Net income                               $   .66    $   .61
                                                       =======    =======