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 * JACKSON JOHN W   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CELGENE CORPORATION, 86 MORRIS AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2006 (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 05/01/2006   M   11,896 A $ 8.405 1,358,270 D   Common Stock 05/01/2006   F   2,390 (1) D $ 41.82 1,355,880 D   Common Stock 05/01/2006   M   8,988 A $ 11.125 1,364,868 D   Common Stock 05/01/2006   F   2,390 (2) D $ 41.82 1,362,478 D   Common Stock 05/01/2006   M   600,000 A $ 16.3438 1,962,478 D   Common Stock 05/01/2006   F   403,902 (3) D $ 41.82 1,558,576 D   Common Stock 05/01/2006   M   212,100 A $ 8.405 1,770,676 D   Common Stock 05/01/2006   F   121,178 (4) D $ 41.82 1,649,498 D   Common Stock 05/01/2006   M   100,000 A $ 11.2775 1,749,498 D   Common Stock 05/01/2006   F   60,817 (5) D $ 41.82 1,688,681 D   Common Stock 05/01/2006   M   100,000 A $ 11.2075 1,788,681 D   Common Stock 05/01/2006   F   60,727 (6) D $ 41.82 1,727,954 D   Common Stock 05/01/2006   M   391,012 A $ 11.125 2,118,966 D   Common Stock 05/01/2006   F   237,039 (7) D $ 41.82 1,881,927 D   Common Stock 05/01/2006   M   100,000 A $ 13.0925 1,981,927 D   Common Stock 05/01/2006   F   63,146 (8) D $ 41.82 1,918,781 D   Common Stock 05/01/2006   M   66,666 A $ 14.1625 1,985,447 D   Common Stock 05/01/2006   F   43,012 (9) D $ 41.82 1,942,435 D   Common Stock               3,000 I Trust for son (10) Common Stock               3,264 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)	$ 8.405	05/01/2006		M			11,896	(11)	06/10/2013	Common Stock	11,896	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		2,390		11/01/2006	06/10/2013	Common Stock	2,390	$ 0	2,390	D
Employee Stock Option (right to buy)	$ 11.125	05/01/2006		M			8,988	(11)	01/21/2014	Common Stock	8,988	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		2,390		11/01/2006	01/21/2014	Common Stock	2,390	$ 0	2,390	D
Employee Stock Option (right to buy)	$ 16.3438	05/01/2006		M			600,000	(11)	09/19/2010	Common Stock	600,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		403,902		11/01/2006	09/19/2010	Common Stock	403,902	$ 0	403,902	D
Employee Stock Option (right to buy)	$ 8.405	05/01/2006		M			212,100	(11)	06/10/2013	Common Stock	212,100	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		121,178		11/01/2006	06/10/2013	Common Stock	121,178	$ 0	121,178	D
Employee Stock Option (right to buy)	$ 11.2775	05/01/2006		M			100,000	(11)	09/15/2013	Common Stock	100,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		60,817		11/01/2006	09/15/2013	Common Stock	60,817	$ 0	60,817	D
Employee Stock Option (right to buy)	$ 11.2075	05/01/2006		M			100,000	(11)	12/15/2013	Common Stock	100,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		60,727		11/01/2006	12/15/2013	Common Stock	60,727	$ 0	60,727	D
Employee Stock Option (right to buy)	$ 11.125	05/01/2006		M			391,012	(11)	01/21/2014	Common Stock	391,012	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		237,039		11/01/2006	01/21/2014	Common Stock	237,039	$ 0	237,039	D
Employee Stock Option (right to buy)	$ 13.0925	05/01/2006		M			100,000	(11)	04/06/2014	Common Stock	100,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		63,146		11/01/2006	04/06/2014	Common Stock	63,146	$ 0	63,146	D
Employee Stock Option (right to buy)	$ 14.1625	05/01/2006		M			66,666	(11)	07/06/2014	Common Stock	66,666	$ 0	33,334	D
Employee Stock Option (right to buy)	$ 41.82	05/01/2006		A		43,012		11/01/2006	07/06/2014	Common Stock	43,012	$ 0	43,012	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JACKSON JOHN W C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901	X

Signatures

/s/ Robert J. Hugin, Attorney-in-Fact		05/03/2006
**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 9,506 shares. No shares were sold in the open market.
(2)	This transaction reflects the exercise of options resulting in the acquisition of 6,598 shares. No shares were sold in the open market.
(3)	This transaction reflects the exercise of options resulting in the acquisition of 196,098 shares. No shares were sold in the open market.
(4)	This transaction reflects the exercise of options resulting in the acquisition of 90,922 shares. No shares were sold in the open market.
(5)	This transaction reflects the exercise of options resulting in the acquisition of 39,183 shares. No shares were sold in the open market.
(6)	This transaction reflects the exercise of options resulting in the acquisition of 39,273 shares. No shares were sold in the open market.
(7)	This transaction reflects the exercise of options resulting in the acquisition of 153,973 shares. No shares were sold in the open market.
(8)	This transaction reflects the exercise of options resulting in the acquisition of 36,854 shares. No shares were sold in the open market.
(9)	This transaction reflects the exercise of options resulting in the acquisition of 23,654 shares. No shares were sold in the open market.
(10)	Reporting person's spouse serves as a trustee. 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.
(11)	Grant is fully exercisable.

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