FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * JACKSON JOHN W   2. Issuer Name and Ticker or Trading Symbol CELGENE CORP /DE/ [CELG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CELGENE CORPORATION, 80 MORRIS AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 09/02/2005 (Street) SUMMIT, NJ 07901 4. If Amendment, Date 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 (City) (State) (Zip) 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 Common Stock 09/02/2005   M   50,000 A $ 8.825 1,118,602 D   Common Stock 09/02/2005   F   27,785 (1) D $ 51.35 1,090,817 D   Common Stock 09/02/2005   M   50,000 A $ 8.865 1,140,817 D   Common Stock 09/02/2005   F   27,806 (2) D $ 51.35 1,113,011 D   Common Stock 09/02/2005   M   50,000 A $ 10.805 1,163,011 D   Common Stock 09/02/2005   F   28,819 (3) D $ 51.35 1,134,192 D   Common Stock 09/02/2005   M   191,960 A $ 12.4375 1,326,152 D   Common Stock 09/02/2005   F   113,917 (4) D $ 51.35 1,212,235 D   Common Stock 09/02/2005   M   192,638 A $ 13.58 1,404,873 D   Common Stock 09/02/2005   F   116,619 (5) D $ 51.35 1,288,254 D   Common Stock 09/02/2005   M   100,000 A $ 16.81 1,388,254 D   Common Stock 09/02/2005   F   63,912 (6) D $ 51.35 1,324,342 D   Common Stock 09/02/2005   M   188,002 A $ 16.81 1,512,344 D   Common Stock 09/02/2005   F   120,157 (7) D $ 51.35 1,392,187 D   Common Stock               400,000 (8) I by Spouse

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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 Underlying Securities (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 of Derivative Security: 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
Employee Stock Option (right to buy)	$ 8.825	09/02/2005		M			50,000	(9)	06/18/2012	Common Stock	50,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		27,785		03/02/2006	06/18/2012	Common Stock	27,785	$ 0	27,785	D
Employee Stock Option (right to buy)	$ 8.865	09/02/2005		M			50,000	(9)	10/22/2012	Common Stock	50,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		27,806		03/02/2006	10/22/2012	Common Stock	27,806	$ 0	27,806	D
Employee Stock Option (right to buy)	$ 10.805	09/02/2005		M			50,000	(9)	12/31/2012	Common Stock	50,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		28,819		03/02/2006	12/31/2012	Common Stock	28,819	$ 0	28,819	D
Employee Stock Option (right to buy)	$ 12.4375	09/02/2005		M			191,960	(9)	01/17/2011	Common Stock	191,960	$ 0	0	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		113,917		03/02/2006	01/17/2011	Common Stock	113,917	$ 0	113,917	D
Employee Stock Option (right to buy)	$ 13.58	09/02/2005		M			192,638	(9)	01/25/2012	Common Stock	192,638	$ 0	0	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		116,619		03/02/2006	01/25/2012	Common Stock	116,619	$ 0	116,619	D
Employee Stock Option (right to buy)	$ 16.81	09/02/2005		M			100,000	(9)	06/10/2013	Common Stock	100,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		63,912		03/02/2006	06/10/2013	Common Stock	63,912	$ 0	63,912	D
Employee Stock Option (right to buy)	$ 16.81	09/02/2005		M			188,002	(9)	06/10/2013	Common Stock	188,002	$ 0	106,050	D
Employee Stock Option (right to buy)	$ 51.35	09/02/2005		A		120,157		03/02/2006	06/10/2013	Common Stock	120,157	$ 0	120,157	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JACKSON JOHN W C/O CELGENE CORPORATION 80 MORRIS AVENUE SUMMIT, NJ 07901	X		Chief Executive Officer

Signatures

/s/ Robert J. Hugin		09/02/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction reflects the exercise of options resulting in the acquisition of 22,215 shares. No shares were sold in the open market.
(2)	This transaction reflects the exercise of options resulting in the acquisition of 22,194 shares. No shares were sold in the open market.
(3)	This transaction reflects the exercise of options resulting in the acquisition of 21,181 shares. No shares were sold in the open market.
(4)	This transaction reflects the exercise of options resulting in the acquisition of 78,043 shares. No shares were sold in the open market.
(5)	This transaction reflects the exercise of options resulting in the acquisition of 76,019 shares. No shares were sold in the open market.
(6)	This transaction reflects the exercise of options resulting in the acquisition of 36,088 shares. No shares were sold in the open market.
(7)	This transaction reflects the exercise of options resulting in the acquisition of 67,845 shares. No shares were sold in the open market.
(8)	The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(9)	Grant is fully exercisable.

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