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(1)

40,099,696 shares of Common Stock, par value $.0001 per share, of Amgen Inc., a Delaware corporation (“Shares”), are being registered hereunder. Such number of Shares represents the aggregate number of Shares issuable (i) pursuant to various equity plans of Immunex Corporation (“Immunex”), which plans are being assumed by Amgen Inc. (the “Company”) in connection with the merger of AMS Acquisition Inc. (“AMS”), a wholly owned subsidiary of the Company, with Immunex (the “Merger”), or (ii) under the Amgen Inc. Profit Sharing 401(k) Plan and Trust (formerly known as the Immunex Corporation Profit Sharing 401(k) Plan and Trust). The number of Shares subject to outstanding awards or rights under the plans as of the closing of the Merger has been calculated pursuant to exchange ratios set forth in the Amended and Restated Agreement and Plan of Merger dated as of December 16, 2001, by and between the Company, AMS, and Immunex, as amended by that certain First Amendment to Amended and Restated Agreement and Plan of Merger dated as of July 15, 2002, and as further amended from time to time (the “Merger Agreement”). The conversion of Shares available under the assumed equity plans but not subject to awards outstanding as of the closing of the Merger has been calculated based on a ratio determined by the Company in accordance with the terms of the plans. The Shares consist of: (A) 18,529,954 Shares issuable under the Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (formerly known as the Immunex Corporation 1993 Stock Option Plan); (B) 19,274,402 Shares issuable under the Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (formerly known as the Immunex Corporation 1999 Stock Option Plan); (C) 1,298,005 Shares issuable under the Amgen Inc. Amended and Restated 1999 Employee Stock Purchase Plan (formerly known as the Immunex Corporation 1999 Employee Stock Purchase Plan); (D) 347,880 Shares issuable under the Immunex Corporation Stock Option Plan for Nonemployee Directors, as amended; and (E) 649,455 Shares issuable under the Amgen Inc. Profit Sharing 401(k) Plan and Trust (formerly known as the Immunex Corporation Profit Sharing 401(k) Plan and Trust). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount registered hereunder includes an indeterminate number of Shares that may be issued in accordance with the provisions of such plans in connection with any anti-dilution provisions or in the event of any change in the outstanding Shares, including a stock dividend or stock split. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Amgen Inc. Profit Sharing 401(k) Plan and Trust (formerly known as the Immunex Corporation Profit Sharing 401(k) Plan and Trust) described herein.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) of the Securities Act, based upon: (A) the average of the high and low prices of the Company’s Shares as reported on the Nasdaq National Market on July 15, 2002 ($32.17) for 17,670,297 Shares, consisting of (i) 1,358,285 Shares available for issuance pursuant to future awards under the Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (formerly known as the Immunex Corporation 1993 Stock Option Plan); (ii) 14,364,552 Shares available for issuance pursuant to future awards under the Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (formerly known as the Immunex Corporation 1999 Stock Option Plan); (iii) 1,298,005 Shares issuable under the Amgen Inc. Amended and Restated 1999 Employee Stock Purchase Plan (formerly known as the Immunex Corporation 1999 Employee Stock Purchase Plan); and (iv) 649,455 Shares issuable under the Amgen Inc. Profit Sharing 401(k) Plan and Trust (formerly known as the Immunex Corporation Profit Sharing 401(k) Plan and Trust); and (B) the weighted average exercise price per share ($ 23.58) with respect to outstanding awards for 22,429,399 Shares, consisting of (i) 347,880 Shares under the Immunex Corporation Stock Option Plan for Nonemployee Directors, as amended; (ii) 17,171,669 Shares under the Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (formerly known as the Immunex Corporation 1993 Stock Option Plan); and (iii) 4,909,850 Shares under the Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (formerly known as the Immunex Corporation 1999 Stock Option Plan).

(3)

Computed in accordance with Section 6(b) of the Securities Act, by multiplying 0.000092 by the proposed maximum aggregate offering price.

(4)

The preferred share purchase rights, which are attached to the Shares being registered hereunder, will be issued for no additional consideration. Accordingly, no additional registration fee is payable.

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A.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2001;

B.

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

C.

The Company’s Current Reports on Form 8-K filed on March 1, 2002, May 10, 2002, and May 22, 2002; and

D.

Description of the Company’s Common Stock, contractual contingent payment rights and preferred share purchase rights contained in the Registration Statements on Form 8-A filed with the Commission on September 7, 1983 and April 1, 1993, and the Forms 8-K filed with the Commission on February 28, 1997 and December 18, 2000, respectively, including any amendment or report filed for the purpose of updating that description.

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Filed herewith.

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

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Filed herewith.