SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MORROW GEORGE J

(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE

(Street)
THOUSAND OAKS CA 91320-1799

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exe VP, Global Commercial Ops
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQSO (Right to Buy) $58.61 03/15/2005 A 75,000 03/15/2006(1) 03/15/2012 Common Stock 75,000 $0 75,000 D
Explanation of Responses:
1. (03.15.05) The option becomes exercisable annually in four equal installments beginning on March 15, 2006.
/s/George J Morrow 03/16/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

          Know  all  men  by  these  presents,   that  the  undersigned   hereby
constitutes  and appoints  each of N. Cris Prince,  Ana G.  Rodriguez,  Ellen L.
Gams and Mark A. Schlossberg,  signing singly, the undersigned's true and lawful
attorney-in-fact to execute for and on behalf of the undersigned Forms 3,4 and 5
in  accordance  with Section  16(a) of the  Securities  Exchange Act of 1934, as
amended,  and the  rules  thereunder,  as may be  required  as a  result  of the
undersigned's  position  as an  officer  and/or  director  of Amgen  Inc.  (the
"Company").

          The undersigned hereby grants to each such attorney-in-fact full power
and  authority  to  execute  such  Forms 3,4 and 5 as fully to all  intents  and
purposes as the undersigned might or could do if personally  present,  with full
power of  substitution or revocation,  hereby  ratifying and confirming all that
such  attorney-in-fact,  or such  attorney-in-fact's  substitute or substitutes,
shall  lawfully do or cause to be done by virtue of this power of  attorney  and
the rights and powers herein  granted.  The  undersigned  acknowledges  that the
foregoing  attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any  of the
undersigned's  responsibilities  to comply  with  Section  16 of the  Securities
Exchange Act of 1934, as amended.

          This Power of Attorney shall remain in full force and effect until the
undersigned  is no longer  required to file Forms 3, 4 and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

          IN WITNESS WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 4th day of January 2005.



                                                 /s/ George J. Morrow
                                                 -------------------------
                                                 Name: George J. Morrow