content: ________________________________________________________________________________
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                 _________________
  
                                      FORM 8-K
                                 _________________
  
  
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
  
          FEBRUARY 17, 2000                            0-16132
  -----------------------------------        --------------------------------
            Date of Report                        Commission File Number
  (Date of earliest event reported)
  
  
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
  
           DELAWARE                                    22-2711928
  -----------------------------------        --------------------------------
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)               Identification Number)
  
  
                                 7 Powder Horn Drive
                              Warren, New Jersey 07059
         -------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (732) 271-1001
         -------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  ________________________________________________________________________________
  --------------------------------------------------------------------------------
  
  <PAGE>
  
  
  
  
  ITEM 5.   OTHER EVENTS.
  
            On February 17, 2000, Celgene  Corporation (the "Company") amended the
  Rights  Agreement,  dated as of  September  16,  1996  between  the  Company and
  American  Stock  Transfer  &  Trust  Company,   as  Rights  Agent  (the  "Rights
  Agreement"),  changing the initial  exercise price  thereunder  from $100.00 per
  Right (as defined in the Rights  Agreement)  to $700.00 per Right and  extending
  the Final  Expiration Date (as that term is defined in the Rights  Agreement) to
  February 17, 2010.
  
            Amendment  Number One to the Rights  Agreement  is filed as an exhibit
  hereto and is hereby incorporated by reference.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
       (a)  not applicable
  
       (b)  not applicable
  
       (c)  EXHIBITS
  
            99   Amendment  Number  One  to  the  Rights  Agreement  dated  as  of
                 September 16, 1996 between Celgene Corporation and American Stock
                 Transfer & Trust Company, as Rights Agent.
  
  
  
  
  <PAGE>
  
  
  
                                     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 hereunto duly authorized.
  
  
  Date: February 18, 2000                CELGENE CORPORATION
  
  
  
                                         By:   /S/ JOHN W. JACKSON
                                             -------------------------------
                                               Name:  John W. Jackson
                                               Title: Chairman of the Board and
                                                      Chief Executive Officer
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  
  
       Exhibit                       Description                            Page
       -------   ------------------------------------------------------     ----
  
          99     Amendment  Number  One  to  the  Rights  Agreement
                 dated as of September 16, 1996 between Celgene
                 Corporation and American Stock Transfer & Trust Company,
                 as Rights Agent.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4073}]
metadata_filer: {"company-data": {"conformed-name": "CELGENE CORP /DE/", "cik": "0000816284", "assigned-sic": "8731", "irs-number": "222711928", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16132", "film-number": "550034"}, "business-address": {"street1": "7 POWDER HORN DR", "city": "WARREN", "state": "NJ", "zip": "07059", "phone": "7322711001"}, "mail-address": {"street1": "7 POWDER HORN DRIVE", "street2": "P O BOX 4914", "city": "WARREN", "state": "NJ", "zip": "07059"}}
text: ________________________________________________________________________________
  --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                 _________________
  
                                      FORM 8-K
                                 _________________
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
          FEBRUARY 17, 2000                            0-16132
  -----------------------------------        --------------------------------
            Date of Report                        Commission File Number
  (Date of earliest event reported)
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                    22-2711928
  -----------------------------------        --------------------------------
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)               Identification Number)
  
                                 7 Powder Horn Drive
                              Warren, New Jersey 07059
         -------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (732) 271-1001
         -------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  ________________________________________________________________________________
  --------------------------------------------------------------------------------
  ITEM 5.   OTHER EVENTS.
  
            On February 17, 2000, Celgene  Corporation (the "Company") amended the
  Rights  Agreement,  dated as of  September  16,  1996  between  the  Company and
  American  Stock  Transfer  &  Trust  Company,   as  Rights  Agent  (the  "Rights
  Agreement"),  changing the initial  exercise price  thereunder  from $100.00 per
  Right (as defined in the Rights  Agreement)  to $700.00 per Right and  extending
  the Final  Expiration Date (as that term is defined in the Rights  Agreement) to
  February 17, 2010.
  
            Amendment  Number One to the Rights  Agreement  is filed as an exhibit
  hereto and is hereby incorporated by reference.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
       (a)  not applicable
  
       (b)  not applicable
  
       (c)  EXHIBITS
  
            99   Amendment  Number  One  to  the  Rights  Agreement  dated  as  of
                 September 16, 1996 between Celgene Corporation and American Stock
                 Transfer & Trust Company, as Rights Agent.
  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 hereunto duly authorized.
  
  Date: February 18, 2000                CELGENE CORPORATION
  
                                         By:   /S/ JOHN W. JACKSON
                                             -------------------------------
                                               Name:  John W. Jackson
                                               Title: Chairman of the Board and
                                                      Chief Executive Officer
  EXHIBIT INDEX
  
       Exhibit                       Description                            Page
       -------   ------------------------------------------------------     ----
  
          99     Amendment  Number  One  to  the  Rights  Agreement
                 dated as of September 16, 1996 between Celgene
                 Corporation and American Stock Transfer & Trust Company,
                 as Rights Agent.