FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Alles Mark J
(Last) (First) (Middle)
C/O CELGENE CORPORATION
86 MORRIS AVENUE
(Street)
SUMMIT NJ 07901
(City) (State) (Zip)
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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2014
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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
Stock Option (right to buy) $ 87.64 07/28/2014   A   20,350     (1) 07/28/2024 Common Stock 20,350 $ 0 (2) 20,350 D  
Restricted Stock Unit (3) 07/28/2014   A   4,200     (4)   (4) Common Stock 4,200 $ 0 (4) 4,200 D  
Explanation of Responses:
1. Option is immediately exercisable and will vest in four equal annual installments commencing on July 28, 2015.
2. The option was issued pursuant to the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013).
3. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
4. The restricted stock units were issued pursuant to the Company's 2008 Incentive Plan (as Amended and Restated as of April 17, 2013) and vest on July 28, 2017. Vested shares will be delivered to the reporting person on the vesting date.
Remarks:
Executive Vice President,Global Head Hematology and Oncology
/s/Lawrence V. Stein__________________________ Lawrence V. Stein, Attorney-in-Fact 07/29/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POA DOCUMENT 
EXHIBIT 24
SUBSTITUTE POWER OF ATTORNEY

The undersigned, Robert J Hugin, hereby constitutes and appoints the following
substitute attorney-in-fact as follows:
WHEREAS, by a Power of Attorney, attached hereto as Exhibit A (the "POA"),
executed in my favor I have been appointed as the attorney-in-fact by Mark Alles
(the "Principal") and whereby certain powers and authorities are conferred upon
me. The POA shall be deemed to form part of this Substitute Power of Attorney; 
WHEREAS, by the POA I have been authorized to delegate all or any of the powers
therein contained to any substitute for me; and
WHEREAS, I propose to substitute as attorneys-in-fact, pursuant to the POA, each
of the individuals set forth below with all the powers contained in the POA.
KNOW ALL BY THESE PRESENTS, that I, Robert J Hugin, hereby substitute for me as
such attorney-in-fact under the POA and appoint each of Lawrence V. Stein and
Mark J. Alles and delegate to each of them individually to be an
attorney-in-fact of the Principal , to do, perform and execute all or any of the
acts, matters, deeds and things which I have been authorized to do by the POA in
the same manner and authority as the Principal or I might do, as the substitute
could have done if such substitute had in my place or stead received authority
directly by the Principal under the POA.
I hereby ratify all acts, deeds and things, which either substitute will
lawfully do and execute in pursuance of the powers herein granted.
This Substitute Power of Attorney shall remain in full force and effect until
revoked by the undersigned, the POA is revoked or the Principal is no longer
required to file Forms 3, 4, and 5 with the Securities and Exchange Commission
with respect to the securities issued by Celgene Corporation.
IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney
to be executed as of this 28 day of July, 2014. 

/s/Robert J. Hugin    
Robert J. Hugin
Attorney-in-fact


POWER OF ATTORNEY 

Know all by these presents, that the undersigned hereby constitutes and appoints
Robert J. Hugin the undersigned's true and lawful attorney-in-fact to: 
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Celgene Corporation, Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder; 
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and 
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion. 
The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. 
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact. 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of January, 2012. 

 /s/ Mark J. Alles       
Mark J. Alles