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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Burton Graham
  2. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [CELG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP, GRA & Pharmacovigilance
(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2008
(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 11/03/2008   M   67,884 A $ 7.7825 120,571 D  
Common Stock 11/03/2008   F   35,809 (1) D $ 65.23 84,762 D  
Common Stock 11/03/2008   M   15,000 A $ 11.21 99,762 D  
Common Stock 11/03/2008   F   8,334 (2) D $ 65.23 91,428 D  
Common Stock               2,768 I 401(k) Plan

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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) $ 7.7825 11/03/2008   M     67,884   (3) 07/13/2013 Common Stock 67,884 $ 0 (4) 0 D  
Employee Stock Option (right to buy) $ 65.23 11/03/2008   A   35,809   05/03/2009 07/13/2013 Common Stock 35,809 $ 0 (4) 35,809 D  
Employee Stock Option (right to buy) $ 11.21 11/03/2008   M     15,000   (3) 12/15/2013 Common Stock 15,000 $ 0 (4) 0 D  
Employee Stock Option (right to buy) $ 65.23 11/03/2008   A   8,334   05/03/2009 12/15/2013 Common Stock 8,334 $ 0 (4) 8,334 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Burton Graham
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
      Sr VP, GRA & Pharmacovigilance  

Signatures

 /s/ Robert J. Hugin, attorney-in-fact   11/05/2008
**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 32,075 shares. No shares were sold in the open market.
(2) This transaction reflects the exercise of options resulting in the acquisition of 6,666 shares. No shares were sold in the open market.
(3) The option was fully exercisable.
(4) The option was issued pursuant to the Company's 2008 Stock Incentive Plan (formerly known as the 1998 Stock Incentive Plan).

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