Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.