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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1. Name and Address of Reporting Person * BARER SOL 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) Chief Executive Officer (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   388,104 A $ 8.405 1,101,254 D   Common Stock 06/20/2006   F   221,171 (1) D $ 42.39 880,083 D   Common Stock 06/20/2006   M   46,196 A $ 8.405 926,279 D   Common Stock 06/20/2006   F   26,325 (2) D $ 42.39 899,954 D   Common Stock 06/20/2006   M   231,012 A $ 11.125 1,130,966 D   Common Stock 06/20/2006   F   139,600 (3) D $ 42.39 991,366 D   Common Stock 06/20/2006   M   60,000 A $ 11.2075 1,051,366 D   Common Stock 06/20/2006   F   36,320 (4) D $ 42.39 1,015,046 D   Common Stock 06/20/2006   M   60,000 A $ 11.2775 1,075,046 D   Common Stock 06/20/2006   F   36,373 (5) D $ 42.39 1,038,673 D   Common Stock 06/20/2006   M   60,000 A $ 13.0925 1,098,673 D   Common Stock 06/20/2006   F   37,752 (6) D $ 42.39 1,060,921 D   Common Stock 06/20/2006   M   40,000 A $ 14.1625 1,100,921 D   Common Stock 06/20/2006   F   25,709 (7) D $ 42.39 1,075,212 D   Common Stock 06/20/2006   M   252,132 A $ 16.3438 1,327,344 D   Common Stock 06/20/2006   F   169,016 (8) D $ 42.39 1,158,328 D   Common Stock               60,235 I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)	$ 8.405	06/20/2006		M			388,104	(9)	06/10/2013	Common Stock	388,104	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		221,171		12/20/2006	06/10/2013	Common Stock	221,171	$ 0	221,171	D
Employee Stock Option (right to buy)	$ 8.405	06/20/2006		M			46,196	(9)	06/10/2013	Common Stock	46,196	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		26,325		12/20/2006	06/10/2013	Common Stock	26,325	$ 0	26,325	D
Employee Stock Option (right to buy)	$ 11.125	06/20/2006		M			231,012	(9)	01/21/2014	Common Stock	231,012	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		139,600		12/20/2006	01/21/2014	Common Stock	139,600	$ 0	139,600	D
Employee Stock Option (right to buy)	$ 11.2075	06/20/2006		M			60,000	(9)	12/15/2013	Common Stock	60,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		36,320		12/20/2006	12/15/2013	Common Stock	36,320	$ 0	36,320	D
Employee Stock Option (right to buy)	$ 11.2775	06/20/2006		M			60,000	(9)	09/15/2013	Common Stock	60,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		36,373		12/20/2006	09/15/2013	Common Stock	36,373	$ 0	36,373	D
Employee Stock Option (right to buy)	$ 13.0925	06/20/2006		M			60,000	(9)	04/06/2014	Common Stock	60,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		37,752		12/20/2006	04/06/2014	Common Stock	37,752	$ 0	37,752	D
Employee Stock Option (right to buy)	$ 14.1625	06/20/2006		M			40,000	(9)	07/06/2014	Common Stock	40,000	$ 0	20,000	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		25,709		12/20/2006	07/06/2014	Common Stock	25,709	$ 0	25,709	D
Employee Stock Option (right to buy)	$ 16.3438	06/20/2006		M			252,132	(9)	09/19/2010	Common Stock	252,132	$ 0	0	D
Employee Stock Option (right to buy)	$ 42.39	06/20/2006		A		169,016		12/20/2006	09/19/2010	Common Stock	169,016	$ 0	169,016	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARER SOL J C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901	X		Chief Executive Officer

Signatures

/s/ Robert J. Hugin, Attorney-in-Fact		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 166,933 shares. No shares were sold in the open market.
(2)	This transaction reflects the exercise of options resulting in the acquisition of 19,871 shares. No shares were sold in the open market.
(3)	This transaction reflects the exercise of options resulting in the acquisition of 91,412 shares. No shares were sold in the open market.
(4)	This transaction reflects the exercise of options resulting in the acquisition of 23,680 shares. No shares were sold in the open market.
(5)	This transaction reflects the exercise of options resulting in the acquisition of 23,627 shares. No shares were sold in the open market.
(6)	This transaction reflects the exercise of options resulting in the acquisition of 22,248 shares. No shares were sold in the open market.
(7)	This transaction reflects the exercise of options resulting in the acquisition of 14,291 shares. No shares were sold in the open market.
(8)	This transaction reflects the exercise of options resulting in the acquisition of 83,116 shares. No shares were sold in the open market.
(9)	Grant was fully exercisable.

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