<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2


                              AMENDMENT NUMBER ONE
                                     TO THE
         CELGENE CORPORATION 1995 NON EMPLOYEE DIRECTORS' INCENTIVE PLAN

         WHEREAS, the Celgene Corporation (the "Company") maintains the Celgene
Corporation 1995 Non Employee Directors' Incentive Plan, as amended and restated
as of June 22, 1999 (the "Plan");

         WHEREAS, pursuant to Article 11 of the Plan, the Board of Directors of
the Company (the "Board") may at any time, and from time to time, amend, in
whole or in part, any or all of the provisions of the Plan; and

         WHEREAS, the Board desires to amend the Plan, effective as of June 22,
1999.

         NOW, THEREFORE, pursuant to Article 11 of the Plan, the Plan is hereby
amended, effective as of June 22, 1999, as follows:

         1. Section 7(e) of the Plan is amended by the addition of the following
language at the end thereof:

            "Notwithstanding the foregoing, the Board may determine at the time
            of grant or thereafter that an Option that is otherwise not
            transferable pursuant to this Section 7(e) is transferable to a
            "family member" in whole or in part and in such circumstances, and
            under such conditions, as specified by the Board. An Option that is
            transferred to a family member pursuant to the preceding sentence
            may not be subsequently transferred to such a family member. For
            purposes hereof, a "family member" shall mean any child, stepchild,
            grandchild, parent, stepparent, grandparent, spouse, former spouse,
            sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
            daughter-in-law, brother-in-law, or sister-in-law, including
            adoptive relationships, any person sharing the Non Employee
            Director's household (other than a tenant or employee), a trust in
            which these persons have more than 50% of the beneficial interest, a
            foundation in which these persons (or the Non Employee Director)
            control the management of assets, and any other entity in which
            these persons (or the Non Employee Director) own more than 50% of
            the voting interests."


</TEXT>
</DOCUMENT>