Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Alles Mark J
 2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2012		 3. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [CELG]
(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUMMIT, NJ 07901		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,409
I
401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit   (1)   (1) Common Stock 3,056 $ (2) D  
Restricted Stock Units   (3)   (3) Common Stock 4,583 $ (2) D  
Restricted Stock Units   (4)   (4) Common Stock 10,000 $ (2) D  
Restricted Stock Units   (5)   (5) Common Stock 7,777 $ (2) D  
Stock Options (right to buy)   (6) 01/09/2017 Common Stock 1,875 $ 54.85 D  
Stock Options (right to buy)   (6) 04/10/2017 Common Stock 3,657 $ 58.04 D  
Stock Options (right to buy)   (6) 07/10/2017 Common Stock 3,657 $ 58.53 D  
Stock Options (right to buy)   (6) 09/21/2017 Common Stock 7,500 $ 70.63 D  
Stock Options (right to buy)   (6) 10/09/2017 Common Stock 4,875 $ 73.55 D  
Stock Options (right to buy)   (6) 11/23/2017 Common Stock 7,500 $ 62.35 D  
Stock Options (right to buy)   (6) 01/08/2018 Common Stock 2,438 $ 49.61 D  
Stock Options (right to buy)   (7) 04/08/2018 Common Stock 3,025 $ 62.42 D  
Stock Options (right to buy)   (8) 07/08/2018 Common Stock 5,000 $ 71.82 D  
Stock Options (right to buy)   (9) 10/14/2018 Common Stock 5,000 $ 57.8 D  
Stock Options (right to buy)   (10) 01/13/2019 Common Stock 1,250 $ 50.36 D  
Stock Options (right to buy)   (6) 01/13/2019 Common Stock 2,500 $ 50.36 D  
Stock Options (right to buy)   (11) 04/01/2019 Common Stock 18,750 $ 38.47 D  
Stock Options (right to buy)   (12) 04/14/2019 Common Stock 3,438 $ 39.01 D  
Stock Options (right to buy)   (13) 07/14/2019 Common Stock 4,583 $ 46.02 D  
Stock Options (right to buy)   (14) 10/13/2019 Common Stock 4,583 $ 54.55 D  
Stock Options (right to buy)   (15) 01/12/2020 Common Stock 1,146 $ 56.99 D  
Stock Options (right to buy)   (16) 01/12/2020 Common Stock 3,438 $ 56.99 D  
Stock Options (right to buy)   (17) 04/13/2020 Common Stock 3,437 $ 61.48 D  
Stock Options (right to buy)   (18) 07/13/2020 Common Stock 3,437 $ 52.34 D  
Stock Options (right to buy)   (19) 10/12/2020 Common Stock 3,438 $ 57.88 D  
Stock Options (right to buy)   (20) 12/27/2020 Common Stock 46,667 $ 59.5 D  
Stock Options (right to buy)   (21) 01/31/2021 Common Stock 860 $ 51.53 D  
Stock Options (right to buy)   (22) 01/31/2021 Common Stock 2,578 $ 51.53 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Alles Mark J
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901		       Chief Commercial Officer  

Signatures

__/s/Robert J. Hugin, Attorney-in-fact_______ Robert J. Hugin, Attorney-in-fact 02/23/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The restricted stock units vest on April 14, 2012. Shares of common stock will be released to the reporting person on the vesting date.
(2) The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan. Each share of restricted stock unit represents a contingent right to receive one share of the Company's common stock.
(3) The restricted stock units vest on April 13, 2013. Shares of common stock will be released to the reporting person on the vesting date.
(4) The restricted stock units vest on November 1, 2013. Shares of common stock will be released to the reporting person on the vesting date.
(5) The restricted stock units vest on December 27, 2013. Shares of common stock will be released to the reporting person on the vesting date.
(6) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and fully vested.
(7) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 8, 2009.
(8) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 8, 2009.
(9) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 14, 2009.
(10) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 13, 2013.
(11) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are exercisable immediately and will vest in three equal installments commencing on April 1, 2011.
(12) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 14, 2010.
(13) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 14, 2010.
(14) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 13, 2010.
(15) Stock Options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 12, 2014.
(16) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 12, 2011.
(17) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 13, 2011.
(18) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 13, 2011.
(19) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 12, 2011.
(20) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on December 27, 2011.
(21) Stock Options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 31, 2015.
(22) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 31, 2012.
 
Remarks:
Exhibit-24

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