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 *
  Smith Scott Andrew
 2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2014		 3. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [CELG]
(Last)
(First)
(Middle)
86 MORRIS AVENUE, C/O CELGENE CORP		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
 5. If Amendment, Date Original Filed(Month/Day/Year)
08/05/2014
(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 3,858 (1)
D
 
Common Stock 2,325
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   (2)   (2) Common Stock 6,400 $ (3) D  
Restricted Stock Unit   (4)   (4) Common Stock 3,750 $ (3) D  
Restricted Stock Unit   (5)   (5) Common Stock 10,000 $ (3) D  
Restricted Stock Unit   (6)   (6) Common Stock 5,000 $ (3) D  
Restricted Stock Unit   (7)   (7) Common Stock 10,000 $ (3) D  
Restricted Stock Unit   (8)   (8) Common Stock 6,666 $ (3) D  
Restricted Stock Unit   (9)   (9) Common Stock 6,670 $ (3) D  
Stock Options (right to buy)   (10) 02/03/2024 Common Stock 10,000 $ 74.3 D  
Stock Options (right to buy)   (11) 12/02/2023 Common Stock 15,000 $ 81.55 D  
Stock Options (right to buy)   (12) 10/28/2023 Common Stock 10,000 $ 78.115 D  
Stock Options (right to buy)   (13) 07/29/2023 Common Stock 10,000 $ 71.33 D  
Stock Options (right to buy)   (14) 04/29/2023 Common Stock 10,000 $ 59.235 D  
Stock Options (right to buy)   (15) 01/28/2023 Common Stock 5,000 $ 49.475 D  
Stock Options (right to buy)   (16) 12/17/2022 Common Stock 15,000 $ 40.22 D  
Stock Options (right to buy)   (17) 10/31/2022 Common Stock 5,000 $ 36.675 D  
Stock Options (right to buy)   (18) 07/30/2022 Common Stock 5,000 $ 34.7 D  
Stock Options (right to buy)   (19) 04/30/2022 Common Stock 5,000 $ 36.465 D  
Stock Options (right to buy)   (20) 01/30/2022 Common Stock 5,000 $ 36.36 D  
Stock Options (right to buy)   (21) 11/30/2021 Common Stock 20,000 $ 31.54 D  
Stock Options (right to buy)   (22) 10/31/2021 Common Stock 5,000 $ 32.415 D  
Stock Options (right to buy)   (23) 08/01/2021 Common Stock 5,000 $ 29.235 D  
Stock Options (right to buy)   (24) 05/02/2021 Common Stock 5,000 $ 29.89 D  
Stock Options (right to buy)   (25) 01/31/2021 Common Stock 12,100 $ 25.765 D  
Stock Options (right to buy)   (26) 10/12/2020 Common Stock 12,100 $ 28.94 D  
Stock Options (right to buy)   (27) 07/13/2020 Common Stock 12,100 $ 26.17 D  
Stock Options (right to buy)   (28) 04/13/2020 Common Stock 12,100 $ 30.74 D  
Stock Options (right to buy)   (29) 01/12/2020 Common Stock 2,750 $ 28.495 D  
Stock Options (right to buy)   (30) 07/14/2019 Common Stock 646 $ 23.01 D  
Stock Options (right to buy)   (31) 04/14/2019 Common Stock 2,750 $ 19.505 D  
Stock Options (right to buy)   (32) 01/31/2019 Common Stock 1,250 $ 25.18 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Scott Andrew
86 MORRIS AVENUE
C/O CELGENE CORP
SUMMIT, NJ 07901		       See Remarks  

Signatures

/s/Peter N. Kellogg, Attorney-in-Fact 08/01/2017
**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 Form 3 filed o August 5, 2014 is amended and restated in its entirety to reflect the inadvertent omission of shares held by the reporting person on such date. There are no other changes to the Form 3 filed on August 5, 2014.
(2) The restricted stock units vest on December 23, 2016. Vested shares will be delivered to the reporting person on the vested date.
(3) The restricted stock units were issued pursuant to The Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013). Each restricted stock unit represents a contingent right to received one share of the Company's common stock.
(4) The restricted stock units vest on December 2, 2016. Vested shares will be delivered to the reporting person on the vested date.
(5) The restricted stock units vest on April 29, 2016. Vested shares will be delivered to the reporting person on the vested date.
(6) The restricted stock units vest on December 17, 2015. Vested shares will be delivered to the reporting person on the vested date.
(7) The restricted stock units vest on December 3, 2015. Vested shares will be delivered to the reporting person on the vested date.
(8) The restricted stock units vest on April 30, 2015. Vested shares will be delivered to the reporting person on the vested date.
(9) The restricted stock units vest on November 30, 2014. Vested shares will be delivered to the reporting person on the vested date.
(10) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on February 3, 2015.
(11) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on December 2, 2014.
(12) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 28, 2014.
(13) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 29, 2014.
(14) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 29, 2014.
(15) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 28, 2014.
(16) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on December 17, 2013.
(17) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 31, 2013.
(18) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 30, 2013.
(19) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 30, 2013.
(20) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 30, 2013.
(21) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on November 30, 2012.
(22) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 31, 2012.
(23) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on August 1, 2012.
(24) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on May 2, 2012.
(25) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 31, 2012.
(26) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 12, 2011.
(27) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 13, 2011.
(28) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 13, 2011.
(29) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 12, 2011.
(30) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 14, 2010.
(31) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 14, 2010.
(32) Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 13, 2010.
 
Remarks:
President and Chief Operating Officer

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