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 *
HUGIN ROBERT J
  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)
President, COO, CFO
(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2006
(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 06/20/2006   M   113,712 A $ 11.125 343,432 D  
Common Stock 06/20/2006   F   68,716 (1) D $ 42.39 274,716 D  
Common Stock 06/20/2006   M   40,000 A $ 11.2075 314,716 D  
Common Stock 06/20/2006   F   24,213 (2) D $ 42.39 290,503 D  
Common Stock 06/20/2006   M   40,000 A $ 11.2775 330,503 D  
Common Stock 06/20/2006   F   24,249 (3) D $ 42.39 306,254 D  
Common Stock 06/20/2006   M   40,000 A $ 13.0925 346,254 D  
Common Stock 06/20/2006   F   25,168 (4) D $ 42.39 321,086 D  
Common Stock 06/20/2006   M   26,666 A $ 14.1625 347,752 D  
Common Stock 06/20/2006   F   17,139 (5) D $ 42.39 330,613 D  
Common Stock 06/20/2006   M   104,774 A $ 16.3438 435,387 D  
Common Stock 06/20/2006   F   70,235 (6) D $ 42.39 365,152 D  
Common Stock               4,800 (7) I by children
Common Stock               11,719 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) $ 11.125 06/20/2006   M     113,712   (8) 01/21/2014 Common Stock 113,712 $ 0 0 D  
Employee Stock Option (right to buy) $ 42.39 06/20/2006   A   68,716   12/20/2006 01/21/2014 Common Stock 68,716 $ 0 68,716 D  
Employee Stock Option (right to buy) $ 11.2075 06/20/2006   M     40,000   (8) 12/15/2013 Common Stock 40,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 42.39 06/20/2006   A   24,213   12/20/2006 12/15/2013 Common Stock 24,213 $ 0 24,213 D  
Employee Stock Option (right to buy) $ 11.2775 06/20/2006   M     40,000   (8) 09/15/2013 Common Stock 40,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 42.39 06/20/2006   A   24,249   12/20/2006 09/15/2013 Common Stock 24,249 $ 0 24,249 D  
Employee Stock Option (right to buy) $ 13.0925 06/20/2006   M     40,000   (8) 04/06/2014 Common Stock 40,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 42.39 06/20/2006   A   25,168   12/20/2006 04/06/2014 Common Stock 25,168 $ 0 25,168 D  
Employee Stock Option (right to buy) $ 14.1625 06/20/2006   M     26,666   (8) 07/06/2014 Common Stock 26,666 $ 0 13,334 D  
Employee Stock Option (right to buy) $ 42.39 06/20/2006   A   17,139   12/20/2006 07/06/2014 Common Stock 17,139 $ 0 17,139 D  
Employee Stock Option (right to buy) $ 16.3438 06/20/2006   M     104,774   (8) 09/19/2010 Common Stock 104,774 $ 0 0 D  
Employee Stock Option (right to buy) $ 42.39 06/20/2006   A   70,235   12/20/2006 09/19/2010 Common Stock 70,235 $ 0 70,235 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HUGIN ROBERT J
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
  X     President, COO, CFO  

Signatures

 /s/ Robert J. Hugin   06/21/2006
**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 44,996 shares. No shares were sold in the open market.
(2) This transaction reflects the exercise of options resulting in the acquisition of 15,787 shares. No shares were sold in the open market.
(3) This transaction reflects the exercise of options resulting in the acquisition of 15,751 shares. No shares were sold in the open market.
(4) This transaction reflects the exercise of options resulting in the acquisition of 14,832 shares. No shares were sold in the open market.
(5) This transaction reflects the exercise of options resulting in the acquisition of 9,527 shares. No shares were sold in the open market.
(6) This transaction reflects the exercise of options resulting in the acquisition of 34,539 shares. No shares were sold in the open market.
(7) 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.
(8) Grant was fully exercisable.

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