Amgen Inc – ‘424B5’ on 3/28/97

As of:  Friday, 3/28/97   ·   Accession #:  898430-97-1242   ·   File #:  33-44454

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Prospectus   —   Rule 424(b)(5)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Preliminary Prospectus Supplement                     23    144K 

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424B5
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                                              FILED PURSUANT TO RULE 424(b)(5)
                                                     REGISTRATION NO. 33-44454
                                                                     333-19931

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS SUBJECT TO +
+COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE           +
+SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE         +
+COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE         +
+ACCEPTED PRIOR TO THE TIME A FINAL PROSPECTUS SUPPLEMENT IS DELIVERED. THIS   +
+PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT   +
+CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL  +
+THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,       +
+SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION +
+UNDER THE SECURITIES LAWS OF ANY SUCH STATE.                                  +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 28, 1997 

PROSPECTUS SUPPLEMENT                                                           

(TO PROSPECTUS DATED MARCH 28, 1997)                                            

$100,000,000

[LOGO OF AMGEN(R)]  

  % DEBENTURES DUE APRIL    , 2097

----------  

Interest on the    % Debentures due April    , 2097 (the "Debentures") is   
payable semi-annually on April   and October   of each year, commencing October 
, 1997. The Debentures will be redeemable as a whole or in part, at the     
option of the Company at any time, at a redemption price equal to the greater   
of (i) 100% of the principal amount to be redeemed or (ii) the sum of the       
present values of the Remaining Scheduled Payments (as defined herein) on the   
redemption date discounted to maturity on a semiannual basis (assuming a 360-   
day year consisting of twelve 30-day months) at the Treasury Yield (as defined  
herein) plus     basis points, plus in each case accrued interest to the date   
of redemption.                                                                  

The Debentures will be represented by one or more Global Securities         
registered in the name of the nominee of The Depository Trust Company, which    
will act as the depositary (the "Depositary"). Interests in the Global          
Securities will be shown on, and transfers thereof will be effected only        
through, records maintained by the Depositary and its participants. Except as   
described herein, Debentures in definitive form will not be issued. Settlement  
for the Debentures will be made in immediately available funds. The Debentures  
will trade in the Depositary's Same-Day Funds Settlement System until maturity, 
and secondary market trading activity for the Debentures will therefore settle  
in immediately available funds. All payments of principal and interest will be  
made by Amgen Inc. (the "Company") in immediately available funds. See          
"Description of the Debentures--Same-Day Settlement and Payment."               

 Upon the occurrence of a Tax Event (as defined herein), the Company will have
the right (i) to shorten the maturity of the Debentures to the extent required, 
in the opinion of a nationally recognized independent tax counsel experienced   
in such matters, such that, after the shortening of the maturity, interest paid 
on the Debentures will be deductible for Federal income tax purposes or (ii)    
under certain circumstances to redeem the Debentures in whole (but not in part) 
at a redemption price equal to the greater of (A) 100% of the principal amount  
of the Debentures and (B) the sum of the present values of the Remaining        
Scheduled Payments on the redemption date discounted to maturity on a           
semiannual basis at the Treasury Yield plus    basis points, plus in each case  
accrued interest to the date of redemption. Prospective investors should be     
aware, however, that the Company's exercise of its right to shorten the         
maturity of the Debentures will be a taxable event to holders if the Debentures 
are treated as equity for purposes of Federal income taxation before the        
maturity is shortened. See "Description of the Debentures--Conditional Right to 
Shorten Maturity."                                                              

----------  

THE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND 
EXCHANGE  COMMISSION   OR  ANY  STATE  SECURITIES  COMMISSION  NOR   HAS  THE 
SECURITIES  AND  EXCHANGE COMMISSION  OR  ANY  STATE SECURITIES  COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE 
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.                                                     

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                                                [Download Table]

                                            PRICE TO  UNDERWRITING  PROCEEDS TO 
                                            PUBLIC(1)  DISCOUNT(2) COMPANY(1)(3)
--------------------------------------------------------------------------------
                                                                                
Per Debenture..............................       %          %             %    
--------------------------------------------------------------------------------
Total......................................    $           $             $      

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from the date of issuance.                   
(2) The Company has agreed to indemnify the several Underwriters (as defined    
herein) against certain liabilities, including liabilities under the    
Securities Act of 1933, as amended (the "Securities Act"). See          
"Underwriting."                                                         
(3) Before deducting expenses payable by the Company estimated at $140,000.     

----------  

The Debentures are offered by the several Underwriters, subject to prior    
sale, when, as and if issued to and accepted by them, subject to approval of    
certain legal matters by counsel for the Underwriters. The Underwriters reserve 
the right to reject orders in whole or in part. It is expected that delivery of 
the Debentures will be made through the book-entry facilities at the Depositary 
on or about April    , 1997.                                                    

----------  

The Joint Lead Managers of this offering are: 
MERRILL LYNCH & CO.                                         MORGAN STANLEY & CO.
                                                                    Incorporated

----------  

The date of this Prospectus Supplement is April   , 1997. 
(R)                                                                             

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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS   
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES        
OFFERED HEREBY, INCLUDING STABILIZING AND PURCHASING DEBENTURES TO COVER SHORT  
POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."           

THE COMPANY 

Amgen Inc. ("Amgen" or the "Company") is a global biotechnology company that
discovers, develops, manufactures and markets human therapeutics based on       
advances in cellular and molecular biology.                                     

The Company manufactures and markets two human therapeutic products,        
NEUPOGEN(R) (Filgrastim) and EPOGEN(R) (Epoetin alfa). NEUPOGEN(R) selectively  
stimulates the production of neutrophils, one type of white blood cell. The     
Company markets NEUPOGEN(R) in the United States, countries of the European     
Union ("EU"), Canada and Australia for use in decreasing the incidence of       
infection in patients undergoing myelosuppressive chemotherapy. In addition,    
NEUPOGEN(R) is marketed in most of these countries for use in reducing the      
duration of neutropenia for patients undergoing myeloablative therapy followed  
by bone marrow transplantation, for treating patients with severe chronic       
neutropenia and to support peripheral blood progenitor cell ("PBPC")            
transplantations. EPOGEN(R) stimulates the production of red blood cells and    
is marketed by Amgen in the United States for the treatment of anemia           
associated with chronic renal failure in patients on dialysis.                  

The Company focuses its research on biological cell/tissue events and its   
development efforts on human therapeutics in the areas of hematopoiesis,        
neurobiology, endocrinology, inflammation and soft tissue repair and            
regeneration. The Company has research facilities in the United States and      
Canada and has clinical development staff in the United States, the EU,         
Canada, Australia, Japan and Hong Kong. To augment internal research and        
development efforts the Company has established external research               
collaborations and has acquired certain product and technology rights.          

Amgen operates commercial manufacturing facilities located in the United    
States and Puerto Rico. A sales and marketing force is maintained in the        
United States, the EU, Canada and Australia. In addition, Amgen has entered     
into licensing and co-promotion agreements to market NEUPOGEN(R) and EPOGEN(R)  
in certain geographic areas.                                                    

The Company was incorporated in California in 1980 and was merged into a    
Delaware corporation in 1987. Amgen's principal executive offices are located   
at 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789 and its         
telephone number is (805) 447-1000.                                             

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USE OF PROCEEDS 

The net proceeds received by the Company from the sale of the Debentures,   
estimated at $99 million, will be used to repay $40 million of corporate debt   
maturing on August 15, 1997 (which had an average interest rate of 4.46% on     
December 31, 1996) and for general corporate purposes.                          

CAPITALIZATION  

The following table sets forth a summary of the capitalization of the       
Company as of December 31, 1996 and as adjusted to reflect the sale of the      
Debentures pursuant to this offering and the application of the net proceeds    
from such sale as described herein. See "Use of Proceeds." The table should be  
read in conjunction with the Consolidated Financial Statements and notes        
thereto included in the Company's Annual Report on Form 10-K for the year       
ended December 31, 1996 incorporated by reference in the accompanying           
Prospectus. See "Incorporation of Documents by Reference" in the accompanying   
Prospectus.                                                                     

                                                                [Download Table]

                                                         DECEMBER 31, 1996     
                                                        -----------------------
                                                         ACTUAL     AS ADJUSTED
                                                        --------    -----------
                                                        (IN MILLIONS, EXCEPT   
                                                          PER SHARE DATA)      
                                                                               
Current portion of long-term debt...................... $   40.0(1)  $    --   
Long-term debt (excluding current portion):                                    
  Medium Term Notes (expiring 1998-2003)...............     59.0         59.0  
  Debentures...........................................      --         100.0  
                                                        --------     --------  
    Total long-term debt...............................     59.0        159.0  
Put warrants...........................................    157.4        157.4  
Stockholders' equity:                                                          
  Common stock and additional paid in capital: $.0001                          
   par value; 750 shares authorized, 264.7 shares                              
   outstanding.........................................  1,026.9      1,026.9  
  Retained earnings....................................    879.4        879.4  
                                                        --------     --------  
                                                         1,906.3      1,906.3  
                                                        --------     --------  
    Total capitalization............................... $2,162.7     $2,222.7  
                                                        ========     ========  

--------                                                                        
(1) Gives effect to the repayment of $78.2 million of debt subsequent to        
December 31, 1996.                                                      

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SELECTED FINANCIAL DATA 

The selected consolidated financial information of the Company presented in 
the table below for each of the last five fiscal years and the balance sheet    
data as of the end of each such year has been derived from audited              
consolidated financial statements included in the documents incorporated by     
reference in the accompanying Prospectus. The table should be read in           
conjunction with the Consolidated Financial Statements and notes thereto        
included in the Company's Annual Report on Form 10-K for the year ended         
December 31, 1996 incorporated by reference in the accompanying Prospectus.     
See "Incorporation of Documents by Reference" in the accompanying Prospectus.   

                                                                [Download Table]

                                      YEARS ENDED OR AT DECEMBER 31,            
                               ------------------------------------------------ 
                                 1992      1993      1994      1995      1996   
                               --------  --------  --------  --------  -------- 
                               (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)     
                                                                                
CONSOLIDATED STATEMENT OF                                                       
 OPERATIONS DATA:                                                               
Revenues:                                                                       
  Product sales..............  $1,050.7  $1,306.3  $1,549.6  $1,818.6  $2,088.2 
  Other revenues.............      42.3      67.5      98.3     121.3     151.6 
    Total revenues...........   1,093.0   1,373.8   1,647.9   1,939.9   2,239.8 
Research and development                                                        
 expenses....................     182.3     255.3     323.6     451.7     528.3 
Marketing and selling                                                           
 expenses....................     184.5     214.1     236.9     272.9     310.1 
General and administrative                                                      
 expenses....................     107.7     114.3     122.9     145.5     160.5 
Operating income.............     527.8     571.4     578.8     743.6     904.9 
Interest expense, net........       0.1       6.2      12.0      15.3       6.2 
Net income(1)................     357.6     383.3     319.7     537.7     679.8 
Primary earnings per                                                            
 share(1)....................      1.21      1.33      1.14      1.92      2.42 
Cash dividends declared per                                                     
 share.......................       --        --        --        --        --  
OTHER DATA:                                                                     
Capital expenditures.........  $  219.8  $  209.9  $  130.8  $  162.7  $  266.9 
Ratio of earnings to fixed                                                      
 charges.....................      55.7x     46.0x     31.1x     33.2x     62.4x
Total debt as a percentage of                                                   
 total capitalization........      12.4%     20.0%     18.2%     12.9%      7.9%
CONSOLIDATED BALANCE SHEET                                                      
 DATA:                                                                          
Cash, cash equivalents and                                                      
 marketable securities.......  $  555.4  $  723.2  $  696.7  $1,050.3  $1,077.0 
Total assets.................   1,374.3   1,765.5   1,994.1   2,432.8   2,765.6 
Short-term debt..............       2.0     111.5      99.7      69.7     118.2 
Long-term debt...............     129.9     181.2     183.4     177.2      59.0 
Stockholders' equity.........     933.7   1,172.0   1,274.3   1,671.8   1,906.3 

--------                                                                        
(1) Includes an increase to net income of $8.7 million, or $.03 per share, for  
the year ended December 31, 1993, to reflect the cumulative effect of a 
 change in accounting principle to adopt Statement of Financial Accounting
Standards No. 109. Also includes the write-off of in-process technology 
purchased of $116.4 million, or $.42 per share, for the year ended      
December 31, 1994, associated with the acquisition of Synergen, Inc.    

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DESCRIPTION OF THE DEBENTURES 

The Debentures offered hereby will be issued under an Indenture dated as of 
January 1, 1992, as supplemented by a First Supplemental Indenture dated as of  
February 26, 1997 (the "Supplement") (such Indenture and Supplement are         
collectively referred to herein as the "Indenture"), between the Company and    
Citibank, N.A., as trustee (the "Trustee"). The Indenture as originally filed   
is included as an exhibit to the Registration Statement of which the            
accompanying Prospectus is a part. The following summary of certain provisions  
of the Indenture and of the Debentures (referred to in the accompanying         
Prospectus as the "Debt Securities") supplements, and to the extent             
inconsistent therewith replaces, the description of the general terms and       
provisions of the Debt Securities set forth in the accompanying Prospectus, to  
which reference is hereby made. Such summary does not purport to be complete    
and is subject to, and is qualified in its entirety by reference to, all        
provisions of the Indenture, including the definitions therein of certain       
terms.                                                                          

The Debentures offered hereby will be limited to $100,000,000 aggregate     
principal amount and will mature on April   , 2097. The Debentures will bear    
interest at the rate per annum shown on the cover of this Prospectus            
Supplement, computed on the basis of a 360-day year of twelve 30-day months,    
from the date of issuance, or from the most recent interest payment date to     
which interest has been paid or provided for, payable semi-annually on April    
and October    of each year, beginning on October   , 1997. Interest      
payable on any Debenture which is punctually paid or duly provided for on any   
interest payment date shall be paid to holders of record on the 15th day        
immediately preceding such interest payment date.                               

The Debentures will be subject to defeasance and covenant defeasance as     
provided in the accompanying Prospectus.                                        

The Debentures will be issued in book-entry form only. See "--Book-Entry    
System."                                                                        

CONDITIONAL RIGHT TO SHORTEN MATURITY                                           

The Company intends to deduct interest paid on the Debentures for Federal   
income tax purposes. However, the Clinton Administration's budget proposal for  
Fiscal Year 1998, released on February 6, 1997, contained a series of proposed  
tax law changes that, among other things, would prohibit an issuer from         
deducting interest payments on debt instruments with a maturity of more than    
40 years. If the proposed legislation is enacted in its current form, it is     
not expected to apply to the Debentures because the proposed effective date     
for this provision is the date of first Congressional committee action. There   
can be no assurance, however, that this proposal or similar legislation         
affecting the Company's ability to deduct interest paid on the Debentures will  
not be enacted in the future or that any such legislation would not have a      
retroactive effective date.                                                     

Upon the occurrence of a Tax Event, as defined below, the Company will have 
the right to shorten the maturity of the Debentures to the extent required, in  
the opinion of a nationally recognized independent tax counsel experienced in   
such matters, such that, after the shortening of the maturity, interest paid    
on the Debentures will be deductible for Federal income tax purposes. There     
can be no assurance that the Company would not exercise its right to shorten    
the maturity of the Debentures upon the occurrence of such a Tax Event.         

In the event that the Company elects to exercise its right to shorten the   
maturity of the Debentures on the occurrence of a Tax Event, the Company will   
mail a notice of shortened maturity to each holder of record of the Debentures  
by first-class mail not more than 60 days after the occurrence of such Tax      
Event, stating the new maturity date of the Debentures. Such notice shall be    
effective immediately upon mailing.                                             

The Company believes that the Debentures should constitute indebtedness for 
Federal income tax purposes under current law, but no assurances can be given   
that the Internal Revenue Service would not take a contrary position. If the    
Debentures are treated as indebtedness for Federal income tax purposes, the     
Company believes that an exercise of the Company's right to shorten the         
maturity of the Debentures would not be a taxable event to holders.             
Prospective investors should be aware, however, that the Company's exercise of  
its right to shorten                                                            

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the maturity of the Debentures will be a taxable event to holders if the        
Debentures are treated as equity for purposes of Federal income taxation        
before the maturity is shortened and treated as indebtedness after the          
maturity is shortened.                                                          

"Tax Event" means that the Company shall have received an opinion of a      
nationally recognized independent tax counsel experienced in such matters to    
the effect that on or after the date of the issuance of the Debentures, as a    
result of (a) any amendment to, clarification of, or change (including any      
announced prospective change) in laws, or any regulations thereunder, of the    
United States, (b) any judicial decision, official administrative               
pronouncement, ruling, regulatory procedure, notice or announcement, including  
any notice or announcement of intent to adopt such procedures or regulations    
(an "Administrative Action"), or (c) any amendment to, clarification of, or     
change in the official position or the interpretation of such Administrative    
Action or judicial decision that differs from the theretofore generally         
accepted position, in each case, on or after the date of the issuance of the    
Debentures, such change in tax law creates a more than insubstantial risk that  
interest paid by the Company on the Debentures is not, or will not be,          
deductible, in whole or in part, by the Company for purposes of Federal income  
tax.                                                                            

OPTIONAL REDEMPTION                                                             

The Debentures will be redeemable as a whole or in part, at the option of   
the Company at any time, at a redemption price equal to the greater of (i)      
100% of the principal amount to be redeemed or (ii) the sum of the present      
values of the Remaining Scheduled Payments on the redemption date discounted    
to maturity on a semiannual basis (assuming a 360-day year consisting of        
twelve 30-day months) at the Treasury Yield plus      basis points, plus in     
each case accrued interest to the date of redemption.                           

In addition, if a Tax Event occurs and in the opinion of a nationally       
recognized independent tax counsel experienced in such matters there would,     
notwithstanding any shortening of the maturity of the Debentures, be more than  
an insubstantial risk that interest paid by the Company on the Debentures is    
not, or will not be, deductible, in whole or in part, for purposes of federal   
income tax, the Company will have the right, within 90 days following the       
occurrence of such Tax Event, to redeem the Debentures in whole (but not in     
part) at a redemption price equal to the greater of (i) 100% of the principal   
amount of the Debentures and (ii) the sum of the present values of the          
Remaining Scheduled Payments on the redemption date discounted to maturity on   
a semiannual basis (assuming a 360-day year consisting of twelve 30-day         
months) at the Treasury Yield plus    basis points, plus in either case         
accrued interest to the date of redemption.                                     

"Treasury Yield" means, with respect to any redemption date, the rate per   
annum equal to the semiannual equivalent yield to maturity of the Comparable    
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed   
as a percentage of its principal amount) equal to the Comparable Treasury       
Price for such redemption date.                                                 

"Comparable Treasury Issue" means the United States Treasury security       
selected by an Independent Investment Banker as having a maturity comparable    
to the remaining terms of the Debentures. If no such security exists, a         
security that would be utilized, at the time of selection and in accordance     
with customary financial practice, in pricing new issues of corporate debt      
securities of comparable maturity to the remaining term of the Debentures will  
be used. "Independent Investment Banker" means Merrill Lynch, Pierce, Fenner &  
Smith Incorporated or Morgan Stanley & Co. Incorporated or, if either firm is   
unwilling or unable to select the Comparable Treasury Issue, an independent     
investment banking institution of national standing appointed by the Trustee.   

"Comparable Treasury Price" means, with respect to any redemption date, (i) 
the average of the bid and asked prices for the Comparable Treasury Issue       
(expressed in each case as a percentage of its principal amount) on the third   
business day preceding such redemption date, as set forth in the daily          
statistical release (or any successor release) published by the Federal         
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for     
U.S. Government Securities" or (ii) if such release (or any successor release)  
is not published or does not contain such prices on such business day, the      
average of the Reference Treasury Dealer Quotations                             

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for such redemption date. "Reference Treasury Dealer Quotations" means, with    
respect to each Reference Treasury Dealer and any redemption date, the average  
of the bid and asked prices for the Comparable Treasury Issue (expressed in     
each case as a percentage of its principal amount) quoted in writing to the     
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business    
day preceding such redemption date.                                             

"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &   
Smith Incorporated and Morgan Stanley & Co. Incorporated, and their respective  
successors; provided, however, that if any of the foregoing shall cease to be   
a primary U.S. Government securities dealer in New York City (a "Primary        
Treasury Dealer"), the Company shall substitute therefor another Primary        
Treasury Dealer.                                                                

"Remaining Scheduled Payments" means, with respect to any Debenture, the    
remaining scheduled payments of the principal thereof to be redeemed and        
interest thereon that would be due after the related redemption date but for    
such redemption; provided, however, that, if such redemption date is not an     
interest payment date with respect to such Debenture, the amount of the next    
succeeding scheduled interest payment thereon will be reduced by the amount of  
interest accrued thereon to such redemption date.                               

Holders of Debentures to be redeemed will receive notice thereof by first-  
class mail at least 30 and not more than 60 days prior to the date fixed for    
redemption.                                                                     

Unless the Company defaults in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Debentures or          
portions thereof called for redemption.                                         

LIMITATION ON INDEBTEDNESS OF SUBSIDIARIES                                      

The covenant, "Limitation on Indebtedness of Subsidiaries" (described in the
accompanying Prospectus under "Description of Debt Securities--Certain          
Covenants of the Company--Limitation on Indebtedness of Subsidiaries"), shall   
not be applicable to the Debentures.                                            

MODIFICATION OF THE INDENTURE                                                   

At such time as the Debentures are the only Debt Securities then outstanding
under the Indenture, then, without any further action on the part of the        
Company or the Trustee, the percentage of Holders required to consent to        
modifications of the Indenture (if such consent is required) shall be           
automatically reduced from not less than 66 2/3% in principal amount of Debt    
Securities then outstanding and affected to not less than a majority in         
principal amount of Debt Securities then outstanding and affected. See          
"Modification of the Indenture" in the accompanying Prospectus and Section 8.2  
of the Indenture.                                                               

BOOK-ENTRY SYSTEM                                                               

The Depository Trust Company, New York, New York, will act as depositary    
(the "Depositary") for the Debentures. The Debentures will be represented by    
one or more Global Securities registered in the name of Cede & Co., the         
nominee of the Depositary. Accordingly, beneficial interests in the Debentures  
will be shown on, and transfer thereof will be effected only through, records   
maintained by the Depositary and its participants.                              

The Depositary has advised the Company and the Underwriters as follows: the 
Depositary is a limited-purpose trust company organized under the New York      
Banking Law, a "banking organization" within the meaning of the New York        
Banking Law, a member of the Federal Reserve System, a "clearing corporation"   
within the meaning of the New York Uniform Commercial Code and a "clearing      
agency" registered pursuant to the provisions of Section 17A of the Securities  
Exchange Act of 1934, as amended. The Depositary holds securities that its      
participants ("Direct Participants") deposit with the Depositary. The           
Depositary also facilitates the settlement among Direct Participants of         
securities transactions, such as transfers and pledges, in deposited            
securities through electronic computerized book-entry changes in such Direct    
Participants' accounts, thereby eliminating the need for physical movement of   
securities certificates. Direct Participants include securities brokers and     
dealers (including the Underwriters), banks, trust companies, clearing          
corporations and certain other                                                  

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organizations. The Depositary is owned by a number of its Direct Participants   
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc.     
and the National Association of Securities Dealers, Inc. Access to the          
Depositary's book-entry system is also available to others such as securities   
brokers and dealers, banks and trust companies that clear through or maintain   
a custodial relationship with a Direct Participant, either directly or          
indirectly ("Indirect Participants"). The rules applicable to the Depositary    
and its Direct and Indirect Participants are on file with the Securities and    
Exchange Commission.                                                            

Principal and interest payments on the Debentures registered in the name of 
the Depositary's nominee will be made in immediately available funds to the     
Depositary's nominee as the registered owner of the Global Securities. Under    
the terms of the Debentures, the Company and the Trustee will treat the         
persons in whose names the Debentures are registered as the owners of such      
Debentures for the purpose of receiving payment of principal and interest on    
such securities and for all other purposes whatsoever. Therefore, neither the   
Company, the Trustee nor any paying agent has any direct responsibility or      
liability for the payment of principal or interest on the Global Securities to  
owners of beneficial interests in the Global Securities. The Depositary has     
advised the Company and the Trustee that its current practice is, upon receipt  
of any payment of principal or interest, to credit Direct Participants'         
accounts on the payment date in accordance with their respective holdings of    
beneficial interests in the Global Securities as shown on the Depositary's      
records, unless the Depositary has reason to believe that it will not receive   
payment on the payment date. Payments by Direct and Indirect Participants to    
owners of beneficial interests in the Global Securities will be governed by     
standing instructions and customary practices, as is the case with securities   
held for the accounts of customers in bearer form or registered in "street      
name," and will be the responsibility of such Direct and Indirect Participants  
and not of the Depositary, the Trustee or the Company, subject to any           
statutory requirements that may be in effect from time to time. Payment of      
principal and interest to the Depositary is the responsibility of the Company   
or the Trustee; disbursement of such payments to the owners of beneficial       
interests in the Global Securities shall be the responsibility of the           
Depositary and Direct and Indirect Participants.                                

The Debentures represented by a Global Security will be exchangeable for    
Debentures in definitive form of like tenor as such Global Security in          
denominations of $1,000 and in any greater amount that is an integral multiple  
if the Depositary notifies the Company that it is unwilling or unable to        
continue as Depositary for such Global Security or if at any time the           
Depositary ceases to be a clearing agency registered under applicable law and   
a successor depositary is not appointed by the Company within 90 days or the    
Company in its discretion at any time determines not to require all of the      
Debentures of such series to be represented by a Global Security and notifies   
the Trustee thereof. Any Debentures that are exchangeable pursuant to the       
preceding sentence are exchangeable for Debentures issuable in authorized       
denominations and registered in such names as the Depositary shall direct.      
Subject to the foregoing, a Global Security is not exchangeable, except for a   
Global Security or Global Securities of the same aggregate denominations to be  
registered in the name of the Depositary or its nominee.                        

SAME-DAY SETTLEMENT AND PAYMENT                                                 

Settlement for the Debentures will be made by the Underwriters in           
immediately available funds. All payments of principal and interest on the      
Debentures will be made by the Company in immediately available funds.          

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UNDERWRITING  

Subject to the terms and conditions set forth in an underwriting agreement  
(the "Underwriting Agreement"), the Company has agreed to sell to each of the   
underwriters named below (the "Underwriters"), and each of such Underwriters    
has severally agreed to purchase, the principal amount of the Debentures set    
forth opposite its name below.                                                  

                                                                [Download Table]

                                                              PRINCIPAL  
  UNDERWRITER                                                   AMOUNT   
  -----------                                                ------------
                                                                         
Merrill Lynch, Pierce, Fenner & Smith                                    
         Incorporated....................................... $           
Morgan Stanley & Co. Incorporated...........................             
                                                             ------------
Total....................................................... $100,000,000
                                                             ============

The Underwriting Agreement provides that the obligations of the several     
Underwriters to pay for and accept delivery of the Debentures is subject to     
the approval of certain legal matters by their counsel and to certain other     
conditions. The Underwriters are committed to take and pay for all of the       
Debentures if any are taken.                                                    

The Underwriters have advised the Company that the Underwriters propose     
initially to offer the Debentures to the public at the public offering price    
set forth on the cover page of this Prospectus Supplement, and to certain       
dealers at such price less a concession of   % of the principal amount of the   
Debentures. The Underwriters may allow, and such dealers may reallow, a         
discount not to exceed   % of the principal amount of the Debentures to         
certain other dealers. After the initial public offering, the public offering   
price, concession and discount may be changed.                                  

The Debentures are a new issue of securities with no established trading    
market. The Company does not intend to apply for listing of the Debentures on   
any securities exchange. The Company has been advised by the Underwriters that  
the Underwriters intend to make a market in the Debentures but are not          
obligated to do so and may discontinue such market making at any time without   
notice. No assurance can be given as to the liquidity of the trading market     
for the Debentures.                                                             

The Underwriters are permitted to engage in certain transactions that       
stabilize or maintain the price of the Debentures. Such transactions consist    
of bids or purchases for the purpose of pegging, fixing or maintaining the      
price of the Debentures. If the Underwriters create a short position in the     
Debentures in connection with the offering, the Underwriters may reduce such    
short position by purchasing Debentures in the open market. The Underwriters    
may also impose a penalty bid on selling group members. This means that if the  
Underwriters purchase Debentures in the open market to reduce the               
Underwriters' short position or to stabilize the price of the Debentures, they  
may reclaim the amount of the selling concession from selling group members     
who sold those Debentures as part of the offering.                              

In general, bids for or purchases of a security for the purpose of          
stabilization or to reduce a short position could cause the price of the        
security to be higher than it might otherwise be in the absence of such bids    
or purchases. The imposition of a penalty bid may also affect the price of a    
security to the extent that it discourages resales of the security.             

Neither the Company nor the Underwriters make any representation or         
prediction as to the direction or magnitude of any effect that the              
transactions described above may have on the price of the Debentures. In        
addition, neither the Company nor the Underwriters make any representation      
that the Underwriters will engage in such transactions or that such             
transactions, once commenced, will not be discontinued without notice.          

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act.                    

From time to time the Underwriters have provided, and continue to provide,  
commercial or investment banking services to the Company.                       

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CERTAIN LEGAL MATTERS 

The validity of the Debentures offered hereby will be passed upon for the   
Company by Latham & Watkins, Los Angeles, California. Certain legal matters in  
connection with the Debentures offering will be passed upon for the Company by  
George A. Vandeman, Esq., Senior Vice President, General Counsel and Secretary  
of the Company and for the Underwriters by Skadden, Arps, Slate, Meagher &      
Flom LLP, Los Angeles, California.                                              

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PROSPECTUS                                                                      

$100,000,000  

[LOGO PF AGMEN(R)]

DEBT SECURITIES 

----------------  

The Company may offer and issue from time to time in one or more series debt
securities (the "Debt Securities") with an initial aggregate offering price     
not to exceed U.S. $100,000,000 (or the equivalent in foreign denominated       
currency or units based on or relating to currencies, including European        
Currency Units). The Company will offer Debt Securities to the public on terms  
determined by market conditions. Debt Securities may be issuable in registered  
form without coupons or in bearer form with or without coupons attached.        
Securities may be sold for U.S. dollars, foreign denominated currency or        
currency units; principal of, premium, if any, and any interest on Debt         
Securities may likewise be payable in U.S. dollars, foreign denominated         
currency or currency units in each case, as the Company specifically            
designates.                                                                     

The accompanying Prospectus Supplement sets forth the specific designation, 
aggregate principal amount, purchase price, maturity, interest rate (or manner  
of calculation thereof), time of payment of interest (if any), listing (if      
any) on a securities exchange and any other specific terms of the Debt          
Securities and the name of and compensation to each dealer, underwriter or      
agent (if any) involved in the sale of such Debt Securities. The managing       
underwriters with respect to each series sold to or through underwriters will   
be named in the accompanying Prospectus Supplement. Any such underwriters (and  
any representative thereof), dealers or agents in the United States may         
include Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley   
& Co. Incorporated.                                                             

----------------  

THESE SECURITIES HAVE  NOT BEEN APPROVED OR DISAPPROVED BY  THE SECURITIES AND  
EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES  COMMISSION  NOR  HAS  THE  
SECURITIES AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION 
PASSED   UPON  THE   ACCURACY  OR   ADEQUACY  OF   THIS  PROSPECTUS.   ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                     

----------------  

Debt Securities may be offered through dealers, underwriters or agents      
designated from time to time, as set forth in the accompanying Prospectus       
Supplement. Net proceeds to the Company will be the purchase price in the case  
of a dealer, the public offering price less discount in the case of an          
underwriter or the purchase price less commission in the case of an agent--in   
each case, less other expenses attributable to issuance and distribution. The   
Company may also sell Debt Securities directly to investors on its own behalf.  
In the case of sales made directly by the Company, no commission will be        
payable. See "Plan of Distribution" for possible indemnification arrangements   
for dealers, underwriters and agents.                                           

March 28, 1997                                                                  

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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY         
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR        
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH        
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN           
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE      
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY         
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE        
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT          
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY  
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT           
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT      
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER   
OR SOLICITATION.                                                                

AVAILABLE INFORMATION 

The Company is subject to the informational requirements of the Securities  
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports and other information with the Securities and Exchange  
Commission (the "Commission"). Reports, proxy statements and other information  
filed by the Company with the Commission can be inspected and copied at the     
public reference facilities maintained by the Commission at Room 1024, 450      
Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located   
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois      
60661-2511 and Seven World Trade Center, Suite 1300, New York, New York 10048,  
and copies of such material can be obtained from the Public Reference Section   
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at         
prescribed rates. Electronic filings made through the Electronic Data           
Gathering, Analysis and Retrieval System are publicly available through the     
Commission's Website (http://www.sec.gov). The common stock, par value $.0001   
per share, of the Company is listed on The Nasdaq National Market, and          
material filed by the Company can be inspected at the offices of Nasdaq at      
1735 K Street, N.W., Washington, D.C. 20006.                                    

The Prospectus constitutes a part of a Registration Statement on Form S-3   
filed by the Company with the Commission under the Securities Act of 1933, as   
amended (the "Securities Act"). This Prospectus omits certain of the            
information contained in the Registration Statement in accordance with the      
rules and regulations of the Commission. Reference is hereby made to the        
Registration Statement and related exhibits for further information with        
respect to the Company and the Debt Securities. Statements contained herein     
concerning the provisions of any document are not necessarily complete and, in  
each instance, reference is made to the copy of such document filed as an       
exhibit to the Registration Statement or otherwise filed with the Commission.   
Each such statement is qualified in its entirety by such reference.             

INCORPORATION OF DOCUMENTS BY REFERENCE 

The following documents have been filed by the Company with the Commission  
(File No. 0-12477) and are incorporated herein by reference:                    

(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1996; and                                                               

(2) the Company's Current Reports on Form 8-K filed February 26, 1997,  
February 28, 1997 and March 14, 1997.                                       

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior  
to the termination of the offering of any series of Debt Securities, shall be   
deemed to be incorporated by reference in this Prospectus and be a part hereof  
from the date of filing of such documents. Any statement contained herein or    
in a document incorporated or deemed to be incorporated by reference herein     
shall be deemed to be modified or superseded for purposes of this Prospectus    
to the extent that a statement contained herein, or in any subsequently filed   
document that also is or is deemed to                                           

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be incorporated by reference, modifies or supersedes such statement. Any such   
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Prospectus.                         

Copies of the above documents (excluding exhibits, unless such exhibits are 
specifically incorporated by reference in such documents) may be obtained       
without charge upon request by persons (including beneficial owners) to whom    
this Prospectus is delivered from the Manager of Investor Relations of the      
Company, 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789           
(telephone number 800-84-AMGEN).                                                

AMGEN INC.  

GENERAL                                                                         

Amgen Inc. ("Amgen" or the "Company") is a global biotechnology company that
discovers, develops, manufactures and markets human therapeutics based on       
advances in cellular and molecular biology.                                     

The Company manufactures and markets two human therapeutic products,        
NEUPOGEN(R) (Filgrastim) and EPOGEN(R) (Epoetin alfa). NEUPOGEN(R) selectively  
stimulates the production of neutrophils, one type of white blood cell. The     
Company markets NEUPOGEN(R) in the United States, countries of the European     
Union ("EU"), Canada and Australia for use in decreasing the incidence of       
infection in patients undergoing myelosuppressive chemotherapy. In addition,    
NEUPOGEN(R) is marketed in most of these countries for use in reducing the      
duration of neutropenia for patients undergoing myeloablative therapy followed  
by bone marrow transplantation, for treating patients with severe chronic       
neutropenia and to support peripheral blood progenitor cell ("PBPC")            
transplantations. EPOGEN(R) stimulates the production of red blood cells and    
is marketed by Amgen in the United States for the treatment of anemia           
associated with chronic renal failure in patients on dialysis.                  

The Company focuses its research on biological cell/tissue events and its   
development efforts on human therapeutics in the areas of hematopoiesis,        
neurobiology, endocrinology, inflammation and soft tissue repair and            
regeneration. The Company has research facilities in the United States and      
Canada and has clinical development staff in the United States, the EU,         
Canada, Australia, Japan and Hong Kong. To augment internal research and        
development efforts the Company has established external research               
collaborations and has acquired certain product and technology rights.          

Amgen operates commercial manufacturing facilities located in the United    
States and Puerto Rico. A sales and marketing force is maintained in the        
United States, the EU, Canada and Australia. In addition, Amgen has entered     
into licensing and co-promotion agreements to market NEUPOGEN(R) and EPOGEN(R)  
in certain geographic areas.                                                    

The Company was incorporated in California in 1980 and was merged into a    
Delaware corporation in 1987. Amgen's principal executive offices are located   
at 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789 and its         
telephone number is (805) 447-1000.                                             

RATIO OF EARNINGS TO FIXED CHARGES                                              

The Company's consolidated ratio of earnings to fixed charges for the fiscal
years ended December 31, 1992, 1993, 1994, 1995 and 1996 were 55.7x, 46.0x,     
31.1x, 33.2x and 62.4x, respectively. For the purposes of calculating the       
ratio of earnings to fixed charges, earnings consist of income before income    
taxes adjusted for the equity in losses of and cash distributions from less     
than 50%-owned companies accounted for under the equity method, the Company's   
share of the provision for income taxes of a 50%-owned company, fixed charges   
(excluding capitalized interest) and the minority interest in losses of         
majority-owned affiliated companies. Fixed charges consist of net interest      
expense (including amortization of debt issuance costs and Amgen's applicable   
share of interest expense of a 50%-owned company), capitalized interest and     
the interest portion of operating lease expense.                                

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USE OF PROCEEDS 

Unless otherwise set forth in the applicable Prospectus Supplement, the net 
proceeds from the sale of the Debt Securities will be used for general          
corporate purposes, which may include additions to working capital, capital     
expenditures, stock repurchases, repayment of indebtedness and acquisitions.    

DESCRIPTION OF DEBT SECURITIES  

The Debt Securities will be issued under an Indenture dated as of January 1,
1992, as supplemented by a First Supplemental Indenture dated as of February    
26, 1997 (the "Supplement") (such Indenture and Supplement are collectively     
referred to herein as the "Indenture"), between the Company and Citibank,       
N.A., as trustee (the "Trustee"). The Indenture as originally filed is          
included as an exhibit to the Registration Statement of which this Prospectus   
is a part and the Supplement will be incorporated herein by reference prior to  
any sale of the Offered Debt Securities. The following summaries of certain     
provisions of the Indenture and the Debt Securities do not purport to be        
complete and such summaries are subject to the detailed provisions of the       
Indenture to which reference is hereby made for a full description of such      
provisions, including the definition of certain terms used herein, and for      
other information regarding the Debt Securities. Numerical references in        
parentheses below are to sections in the Indenture. Wherever particular         
sections or defined terms of the Indenture are referred to, such sections or    
defined terms are incorporated herein by reference as part of the statement     
made, and the statement is qualified in its entirety by such reference. The     
Debt Securities offered by this Prospectus and the accompanying Prospectus      
Supplement are referred to herein as the "Offered Debt Securities."             

GENERAL                                                                         

The Indenture does not limit the amount of additional indebtedness that the 
Company may incur. The Debt Securities will be unsecured and will rank pari     
passu with all other unsecured and unsubordinated indebtedness of the Company.  

The Indenture provides that Debt Securities may be issued from time to time 
in one or more series and may be denominated and payable in foreign currencies  
or units based on or relating to foreign currencies, including European         
Currency Units ("ECUs"). Special United States federal income tax               
considerations applicable to any Debt Securities so denominated are described   
in the relevant Prospectus Supplement.                                          

Reference is made to the Prospectus Supplement for the following terms of   
and information relating to the Offered Debt Securities (to the extent such     
terms are applicable to such Offered Debt Securities): (i) the specific         
designation, aggregate principal amount, purchase price and denomination; (ii)  
currency or units based on or relating to currencies in which such Offered      
Debt Securities are denominated and/or in which principal of, premium, if any,  
and/or any interest on such Offered Debt Securities will or may be payable;     
(iii) any date of maturity; (iv) interest rate or rates (or the method by       
which such rate will be determined), if any; (v) the dates on which any such    
interest will be payable; (vi) the place or places where the principal of,      
premium, if any, and any interest on the Offered Debt Securities will be        
payable; (vii) any redemption, repayment or sinking fund provisions; (viii)     
whether the Offered Debt Securities will be issuable in registered form or      
bearer form ("Bearer Debt Securities") or both and, if Bearer Debt Securities   
are issuable, any restrictions applicable to the exchange of one form for       
another and to the offer, sale and delivery of Bearer Debt Securities; (ix)     
any applicable United States federal income tax consequences, including         
whether and under what circumstances the Company will pay additional amounts    
on Offered Debt Securities held by a person who is not a U.S. person (as        
defined in the Prospectus Supplement) in respect of any tax, assessment or      
governmental charge withheld or deducted and, if so, whether the Company will   
have the option to redeem such Offered Debt Securities rather than pay such     
additional amounts; and (x) any other specific terms of the Offered Debt        
Securities, including any additional events of default or covenants provided    
for with respect to such Offered Debt Securities, and any terms which may be    
required by or be advisable under applicable laws or regulations.               

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Debt Securities may be presented for exchange and registered Debt Securities
may be presented for transfer in the manner, at the places and subject to the   
restrictions set forth in the Debt Securities and the Prospectus Supplement.    
Subject to the limitations provided in the Indenture, such services will be     
provided without charge, other than any tax or other governmental charge        
payable in connection therewith. Debt Securities in bearer form and the         
coupons, if any, appertaining thereto will be transferable by delivery.         

Debt Securities will bear interest at a fixed rate (a "Fixed Rate Security")
or a floating rate (a "Floating Rate Security"). Debt Securities bearing no     
interest or interest at a rate that at the time of issuance is below the        
prevailing market rate will be sold at a discount below their stated principal  
amount. Special United States federal income tax considerations applicable to   
any such discounted Debt Securities or to certain Debt Securities issued at     
par which are treated as having been issued at a discount for United States     
federal income tax purposes are described in the relevant Prospectus            
Supplement.                                                                     

GLOBAL SECURITIES                                                               

The registered Debt Securities of a series may be issued in the form of one 
or more fully registered global Debt Securities (a "Registered Global           
Security") that will be deposited with a depositary (a "Depositary") or with a  
nominee for a Depositary identified in the Prospectus Supplement relating to    
such series and registered in the name of the Depositary or a nominee thereof.  
In such case, one or more Registered Global Securities will be issued in a      
denomination or aggregate denominations equal to the portion of the aggregate   
principal amount of outstanding registered Debt Securities of the series to be  
represented by such Registered Global Security or Registered Global             
Securities. Unless and until it is exchanged in whole for Debt Securities in    
definitive registered form, a Registered Global Security may not be             
transferred except as a whole by the Depositary for such Registered Global      
Security to a nominee of such Depositary or by a nominee of such Depositary to  
such Depositary or another nominee of such Depositary or by such Depositary or  
any such nominee to a successor of such Depositary or a nominee of such         
successor. The Depositary currently accepts only Debt Securities that are       
denominated in U.S. dollars.                                                    

The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global         
Security will be described in the Prospectus Supplement relating to such        
series. The Company anticipates that the following provisions will apply to     
all depositary arrangements.                                                    

Ownership of beneficial interests in a Registered Global Security will be   
limited to persons that have accounts with the Depositary for such Registered   
Global Security ("participants") or persons that may hold interests through     
participants. Upon the issuance of a Registered Global Security, the            
Depositary for such Registered Global Security will credit, on its book-entry   
registration and transfer system, the participants' accounts with the           
respective principal amounts of the Debt Securities represented by such         
Registered Global Security beneficially owned by such participants. The         
accounts to be credited shall be designated by any dealers, underwriters or     
agents participating in the distribution of such Debt Securities. Ownership of  
beneficial interests in such Registered Global Security will be shown on, and   
the transfer of such ownership interests will be effected only through,         
records maintained by the Depositary for such Registered Global Security (with  
respect to interests of participants) and on the records of participants (with  
respect to interests of persons holding through participants). The laws of      
some states may require that certain purchasers of securities take physical     
delivery of such securities in definitive form. Such limits and such laws may   
impair the ability to own, transfer or pledge beneficial interests in           
Registered Global Securities.                                                   

So long as the Depositary for a Registered Global Security, or its nominee, 
is the registered owner of such Registered Global Security, such Depositary or  
such nominee, as the case may be, will be considered the sole owner or holder   
of the Debt Securities represented by such Registered Global Security for all   
purposes under the Indenture. Except as set forth below, owners of beneficial   
interests in a Registered Global Security will not be entitled to have the      
Debt Securities represented by such Registered Global Security registered in    
their names, will not receive or be entitled to receive physical delivery of    
such Debt Securities in definitive form and will not be considered the owners   
or holders thereof under the Indenture. Accordingly, each person owning a       
beneficial                                                                      

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interest in a Registered Global Security must rely on the procedures of the     
Depositary for such Registered Global Security and, if such person is not a     
participant, on the procedures of the participant through which such person     
owns its interest, to exercise any rights of a holder under the Indenture. The  
Company understands that under existing industry practices, if the Company      
requests any action of holders or if an owner of a beneficial interest in a     
Registered Global Security desires to give or take any action which a holder    
is entitled to give or take under the Indenture, the Depositary for such        
Registered Global Security would authorize the participants holding the         
relevant beneficial interests to give or take such action, and such             
participants would authorize beneficial owners owning through such              
participants to give or take such action or would otherwise act upon the        
instructions of beneficial owners holding through them.                         

Payments of principal of, premium, if any, and any interest on Debt         
Securities represented by a Registered Global Security registered in the name   
of a Depositary or its nominee will be made to such Depositary or its nominee,  
as the case may be, as the registered owner of such Registered Global           
Security. None of the Company, the Trustee or any other agent of the Company    
or agent of the Trustee will have any responsibility or liability for any       
aspect of the records relating to or payments made on account of beneficial     
ownership interests in such Registered Global Security or for maintaining,      
supervising or reviewing any records relating to such beneficial ownership      
interests.                                                                      

The Company expects that the Depositary for any Debt Securities represented 
by a Registered Global Security, upon receipt of any payment of principal,      
premium, if any, or any interest in respect of such Registered Global           
Security, will immediately credit participants' accounts with payments in       
amounts proportionate to their respective beneficial interests in such          
Registered Global Security as shown on the records of such Depositary. The      
Company also expects that payments by participants to owners of beneficial      
interests in such Registered Global Security held through such participants     
will be governed by standing customer instructions and customary practices, as  
is now the case with securities held for the accounts of customers in bearer    
form or registered in "street name," and will be the responsibility of such     
participants.                                                                   

If the Depositary for any Debt Securities represented by a Registered Global
Security is at any time unwilling or unable to continue as Depositary or        
ceases to be a clearing agency registered under the Exchange Act, and a         
successor Depositary registered as a clearing agency under the Exchange Act is  
not appointed by the Company within 90 days, the Company will issue such Debt   
Securities in definitive form in exchange for such Registered Global Security.  
In addition, the Company may at any time and in its sole discretion determine   
not to have any of the Debt Securities of a series represented by one or more   
Registered Global Securities and, in such event, will issue Debt Securities of  
such series in definitive form in exchange for all of the Registered Global     
Security or Registered Global Securities representing such Debt Securities.     
Any Debt Securities issued in definitive form in exchange for a Registered      
Global Security will be registered in such name or names as the Depositary      
shall instruct the Trustee. It is expected that such instructions will be       
based upon directions received by the Depositary from participants with         
respect to ownership of beneficial interests in such Registered Global          
Security. The Debt Securities of a series may also be issued in the form of     
one or more bearer global Securities (a "Bearer Global Security") that will be  
deposited with a common depositary for Euroclear and CEDEL, or with a nominee   
for such depositary identified in the Prospectus Supplement relating to such    
series. The specific terms and procedures, including the specific terms of the  
depositary arrangement, with respect to any portion of a series of Debt         
Securities to be represented by a Bearer Global Security will be described in   
the Prospectus Supplement relating to such series.                              

CERTAIN COVENANTS OF THE COMPANY                                                

Limitation on Liens. The Indenture provides with respect to each series of  
Debt Securities that, unless the terms of such series of Debt Securities        
provide otherwise, the Company covenants not to create or assume, or permit     
any Restricted Subsidiary to create or assume, any mortgage, pledge or lien     
("Mortgage") upon any Principal Property or any shares of capital stock or      
indebtedness of any Restricted Subsidiary owned or acquired, unless the Debt    
Securities of such series are secured by such Mortgage equally and ratably      
with all other indebtedness thereby secured. Such covenant does not apply to    
(a) Mortgages on any Principal Property, shares                                 

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of stock or indebtedness of any corporation existing at the time such           
corporation becomes a Restricted Subsidiary, (b) Mortgages on any Principal     
Property acquired, constructed or improved by the Company or any Restricted     
Subsidiary after the date of the Indenture which are created or assumed         
contemporaneously with such acquisition, construction or improvement or within  
120 days after the latest of the acquisition, completion of construction        
(including any improvement on an existing property) or commencement of          
commercial operation of such property, to secure or provide for payment of all  
or any substantial part of the purchase price of such property or the cost of   
such construction or improvement incurred after the date of the Indenture, (c)  
Mortgages on any Principal Property or shares of stock or indebtedness          
acquired from a corporation merged with or into the Company or a Restricted     
Subsidiary and Mortgages on any Principal Property existing at the time of      
acquisition, (d) Mortgages on any Principal Property to secure indebtedness of  
a Restricted Subsidiary to the Company or another Restricted Subsidiary, (e)    
Mortgages on any Principal Property in favor of the United States of America    
or any State thereof or The Commonwealth of Puerto Rico or any political        
subdivision thereof, to secure progress or other payments or to secure          
indebtedness incurred for the purpose of financing the cost of acquiring,       
constructing or improving such Principal Property (including Mortgages          
incurred in connection with pollution control, industrial revenue, Title XI     
maritime financings or similar financings), (f) Mortgages existing as of the    
date of the Indenture, (g) Mortgages for taxes, assessments, government         
charges or claims which are being contested in good faith by appropriate        
proceedings promptly instituted and diligently conducted and if a reserve or    
other appropriate provision, if any, as shall be required in conformity with    
generally accepted accounting principles shall have been made therefor, (h)     
Mortgages created or deposits made to secure the performance of tenders, bids,  
leases, statutory obligations, surety and appeal bonds, government contracts,   
performance and return-of-money bonds and other obligations of a like nature    
incurred in the ordinary course of business (exclusive of obligations for the   
payment of borrowed money), and (i) any extension, renewal or replacement (or   
successive extensions, renewals or replacements), in whole or in part, of any   
Mortgage referred to in the foregoing clauses (a) to (h), inclusive. (Section   
3.6)                                                                            

Notwithstanding the foregoing, the Company and its Restricted Subsidiaries  
may, without securing the Debt Securities of any series, create or assume       
Mortgages (which would otherwise be subject to the foregoing restrictions)      
securing indebtedness in an aggregate amount which, together with all other     
Exempted Debt (as defined herein) of the Company and its Restricted             
Subsidiaries, does not at the time exceed 10% of Consolidated Adjusted Net      
Tangible Assets (defined in the Indenture as total assets less current          
liabilities and intangible assets on the consolidated balance sheet contained   
in the latest report on Form 10-Q or on Form 10-K, of the Company and its       
subsidiaries). (Section 3.6)                                                    

Limitation on Sale and Lease-Back Transactions. The Indenture provides with 
respect to each series of Debt Securities that, unless the terms of such        
series of Debt Securities provides otherwise, a Sale and Lease-Back             
Transaction (as defined herein) is prohibited except in the event that (a) the  
Company or such Restricted Subsidiary would be entitled to incur indebtedness   
secured by a Mortgage on the property to be leased in an amount equal to the    
Attributable Debt (as defined herein) with respect to such Sale and Lease-Back  
Transaction without equally and ratably securing the Debt Securities of such    
series pursuant to the first paragraph of "Limitation on Liens" above; or (b)   
the Company applies an amount equal to the fair value of the property sold to   
the purchase of Principal Property or to the retirement of Long-Term            
Indebtedness (as defined herein) within 120 days of the effective date of any   
such Sale and Lease-Back Transaction. In lieu of applying such amount to such   
retirement the Company may deliver Debt Securities to the Trustee for           
cancellation, such Debt Securities to be credited at the cost thereof to the    
Company. (Section 3.7)                                                          

Notwithstanding the foregoing, the Company or any Restricted Subsidiary may 
enter into any Sale and Lease-Back Transaction (which would otherwise be        
subject to the foregoing restrictions) as long as the Attributable Debt         
resulting from such Sale and Lease-Back Transaction, together with all other    
Exempted Debt of the Company and its Restricted Subsidiaries, does not at any   
time exceed 10% of Consolidated Adjusted Net Tangible Assets. (Section 3.7)     

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Limitation on Indebtedness of Subsidiaries. The Indenture provides with     
respect to each series of Debt Securities that, unless the terms of such        
series of Debt Securities provide otherwise, the Company will not permit any    
Subsidiary to create or assume any Indebtedness if such Indebtedness together   
with all other aggregate Indebtedness of its Subsidiaries exceeds 20% of        
Consolidated Adjusted Net Tangible Assets. (Section 3.8)                        

CERTAIN DEFINITIONS                                                             

The term "Attributable Debt," when used in connection with a Sale and Lease-
Back Transaction, means, as of any particular time, the lesser of (a) the fair  
value of the property subject to such arrangement and (b) the then present      
value (computed by discounting at the Composite Rate (as defined in the         
Indenture)) of the obligation of a lessee for net rental payments during the    
remaining term of any lease (including any period for which such lease has      
been extended or may, at the option of the lessor, be extended). The term "net  
rental payments" under any lease for any period means the sum of the rental     
and other payments required to be paid in such period by the lessee             
thereunder, not including, however, any amounts required to be paid by such     
lessee (whether or not designated as rental or additional rental) on account    
of maintenance and repairs, insurance, taxes, assessments, water rates or       
similar charges required to be paid by such lessee thereunder or any amounts    
required to be paid by such lessee thereunder contingent upon the amount of     
sales, maintenance and repairs, insurance, taxes, assessments, water rates or   
similar charges. (Section 1.1)                                                  

The term "Exempted Debt" means the sum of the following items outstanding as
of the date Exempted Debt is being determined: (a) indebtedness of the Company  
and its Restricted Subsidiaries incurred after the date of the Indenture and    
secured by mortgages created or assumed pursuant to the final paragraph of      
"Limitation on Liens" and (b) Attributable Debt of the Company and its          
Restricted Subsidiaries in respect of every Sale and Lease-Back Transaction     
entered into after the date of the Indenture and pursuant to the second         
paragraph of "Limitation on Sale and Lease-Back Transactions." (Section 1.1)    

The term "Long Term Indebtedness" means all Indebtedness of the Company and 
its Restricted Subsidiaries maturing by its terms more than one year after, or  
which is renewable or extendible at the option of the Company for a period      
ending more than one year after, the date as of which Long-Term Indebtedness    
is being determined. (Section 1.1) The term "Indebtedness" means obligations    
(other than non-recourse obligations, or any series of Debt Securities when     
determining whether an Event of Default has occurred with respect to such       
series of Debt Securities) of, or guaranteed or assumed by, the Company for     
borrowed money or evidenced by bonds, debentures, notes or other similar        
instruments. (Section 5.1)                                                      

The term "Principal Property" means the Company's principal office buildings
and each manufacturing plant or research facility located within the            
territorial limits of the States of the United States of America or The         
Commonwealth of Puerto Rico (including any other territorial possession of the  
United States of America) of the Company or a Subsidiary except such as the     
Board of Directors by resolution reasonably determines (taking into account,    
among other things, the importance of such property to the business, financial  
condition and earnings of the Company and its consolidated subsidiaries taken   
as a whole) not to be a Principal Property. (Section 1.1)                       

The term "Sale and Lease-Back Transaction" means any arrangement with any   
person (other than the Company or any Restricted Subsidiary) providing for the  
leasing by the Company or a Restricted Subsidiary of any Principal Property     
for a term of more than three years, which property has been or is to be sold   
or transferred by the Company or such Restricted Subsidiary to such person.     
(Section 3.7)                                                                   

The term "Subsidiary" means any corporation the outstanding securities of   
which having ordinary voting power to elect a majority of the board of          
directors of such corporation (whether or not any other class of securities     
has or might have voting power by reason of the happening of a contingency)     
are at the time owned or controlled directly or indirectly by the Company or    
by one or more Subsidiaries or by the Company and one or more Subsidiaries;     
provided, however, that the term "Subsidiary" shall not mean any corporation    
engaged primarily in financing receivables, making loans, extending credit,     
providing financing from foreign sources or                                     

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other activities of a character conducted by a finance company. The term        
"Restricted Subsidiary" means any Subsidiary that owns a Principal Property.    
(Section 1.1)                                                                   

Unless otherwise indicated in the applicable Prospectus Supplement, neither 
the Debt Securities nor the Indenture contain covenants specifically designed   
to protect holders of Debt Securities in the event of a highly leveraged        
transaction involving the Company.                                              

LIMITATION ON MERGERS AND SALE OF ASSETS                                        

The Company may not consolidate with, merge into or be merged into, or      
transfer or lease its property and assets substantially as an entirety to       
another entity unless the successor entity assumes all the obligations of the   
Company under the Indenture and the Debt Securities and after giving effect     
thereto, no default or Event of Default (as defined below) shall have occurred  
and be continuing and such successor entity shall be a United States            
corporation. Thereafter, except in the case of a lease, all such obligations    
of the Company shall terminate. (Section 9.1) The Indenture further provides    
with respect to each series of Debt Securities that, unless the terms of such   
series of Debt Securities provide otherwise, the Company will not, and will     
not permit any Restricted Subsidiary to, merge or consolidate with another      
corporation, or sell all or substantially all of its assets to another          
corporation for a consideration other than the fair value thereof in cash, if   
such other corporation has outstanding obligations secured by a Mortgage        
which, after such transaction, would extend to any Principal Property owned by  
the Company or such Restricted Subsidiary prior to such transaction, unless     
the Company or such Restricted Subsidiary shall have effectively provided that  
the Debt Securities of such series will be secured by a Mortgage which, upon    
completion of the aforesaid transaction, will rank prior to such Mortgage of    
such other corporation on any Principal Property. (Section 3.6)                 

EVENTS OF DEFAULT                                                               

An Event of Default with respect to any series of Debt Securities is defined
under the Indenture as being: (a) default in payment of any principal of the    
Debt Securities of such series, either at maturity (or upon any redemption),    
by declaration or otherwise; (b) default for 30 days in payment of any          
interest on any Debt Securities of such series; (c) default for 90 days after   
written notice in the observance or performance of any other covenant or        
agreement in the Debt Securities of such series or the Indenture other than a   
covenant included in such Indenture solely for the benefit of a series of Debt  
Securities other than such series; (d) certain events of bankruptcy,            
insolvency or reorganization; (e) failure by the Company to make any payment    
at maturity, including any applicable grace period, in respect of Indebtedness  
in an amount in excess of $10,000,000 and continuance of such failure for a     
period of 30 days after written notice thereof to the Company by the Trustee,   
or to the Company and the Trustee by the holders of not less than 25% in        
principal amount of the outstanding Debt Securities (treated as one class)      
issued under the Indenture; (f) a default with respect to any Indebtedness,     
which default results in the acceleration of Indebtedness in an amount in       
excess of $10,000,000 without such Indebtedness having been discharged or such  
acceleration having been cured, waived, rescinded, or annulled for a period of  
30 days after written notice thereof to the Company by the Trustee, or to the   
Company and the Trustee by the holders of not less than 25% in principal        
amount of the outstanding Debt Securities (treated as one class) issued under   
the Indenture; or (g) default in the payment of any sinking fund installment    
of the Debt Securities of such series as and when the same shall become due     
and payable; provided, however, that if any such failure, default or            
acceleration referred to in clause (e) or (f) above shall cease or be cured,    
waived, rescinded or annulled, then the Event of Default by reason thereof      
shall be deemed likewise to have been thereupon cured. (Section 5.1)            

The Indenture provides that (a) if an Event of Default due to the default in
payment of principal of, premium, if any, or any interest on, any series of     
Debt Securities or due to the default in the performance or breach of any       
other covenant or warranty of the Company applicable to the Debt Securities of  
such series but not applicable to all outstanding Debt Securities or due to     
the default in the payment of any sinking fund installment of the Debt          
Securities of such series shall have occurred and be continuing, either the     
Trustee or the holders of not less than 25% in principal amount of the Debt     
Securities of each affected series (treated as one                              

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class) then outstanding may then declare the principal of all Debt Securities   
of each such affected series and interest accrued thereon to be due and         
payable immediately; and (b) if an Event of Default due to a default in the     
performance of any other of the covenants or agreements in the Indenture        
applicable to all outstanding Debt Securities or due to certain events of       
bankruptcy, insolvency and reorganization of the Company or due to a default    
described in clauses (e) or (f) of the preceding paragraph shall have occurred  
and be continuing, either the Trustee or the holders of not less than 25% in    
principal amount of all Debt Securities then outstanding (treated as one        
class) may declare the principal of all such Debt Securities and interest       
accrued thereon to be due and payable immediately, but upon certain conditions  
such declarations may be annulled and past defaults may be waived (except a     
continuing default in payment of principal of, premium, if any, or any          
interest on such Debt Securities) by the holders of a majority in principal     
amount of the Debt Securities of all such affected series then outstanding.     
(Section 5.1)                                                                   

The Indenture contains a provision entitling the Trustee, subject to the    
duty of the Trustee during a default to act with the required standard of       
care, to be indemnified by the holders of Debt Securities (treated as one       
class) before proceeding to exercise any right or power under the Indenture at  
the request of such holders. (Section 5.6) Subject to such provisions in the    
Indenture for the indemnification of the Trustee and certain other              
limitations, the holders of a majority in principal amount of the outstanding   
Debt Securities of each affected series (treated as one class) may direct the   
time, method and place of conducting any proceeding for any remedy available    
to the Trustee, or exercising any trust or power conferred on the Trustee.      
(Section 5.9)                                                                   

The Indenture provides that no holder of Debt Securities may institute any  
action against the Company under the Indenture (except actions for payment of   
overdue principal or interest) unless such holder previously shall have given   
to the Trustee written notice of default and continuance thereof and unless     
the holders of not less than 25% in principal amount of the Debt Securities of  
each affected series (treated as one class) then outstanding shall have         
requested the Trustee to institute such action and shall have offered the       
Trustee reasonable indemnity, the Trustee shall not have instituted such        
action within 60 days of such request and the Trustee shall not have received   
direction inconsistent with such written request by the holders of a majority   
in principal amount of the outstanding Debt Securities of each affected series  
(treated as one class). (Section 5.6 and Section 5.7)                           

The Indenture contains a covenant that the Company will file annually,      
commencing March 31, 1992, with the Trustee a certificate that no default       
existed or a certificate specifying any default that existed, each as of the    
preceding December 31. (Section 3.5)                                            

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE                                   

The Indenture provides with respect to each series of Debt Securities that  
the Company may elect either (a) except to the extent the terms of such series  
of Debt Securities provide otherwise, to defease and be discharged from any     
and all obligations with respect to the Debt Securities of such series (except  
for the obligations to register the transfer or exchange of the Debt            
Securities of such series, to replace temporary or mutilated, destroyed, lost   
or stolen Debt Securities of such series, to maintain an office or agency in    
respect of the Debt Securities of such series and to hold moneys for payment    
in trust) ("legal defeasance") or (b) to be released from its obligations with  
respect to the Debt Securities of such series under Sections 3.6, 3.7, 3.8 and  
9.1 of the Indenture (being the restrictions described under "Certain           
Covenants of the Company") ("covenant defeasance"), upon the deposit with the   
Trustee (or other qualifying trustee), in trust for such purpose, of money or,  
in the case of Debt Securities payable in U.S. dollars, U.S. Government         
Obligations (as defined in the Indenture) which through the payment of          
principal and interest in accordance with their terms will provide money in an  
amount sufficient to pay the principal of, premium, if any, and any interest    
on the Debt Securities of such series, and any mandatory sinking fund or        
analogous payments thereon, on the due date thereof. Such a trust may (except   
to the extent the terms of the Debt Securities of such series otherwise         
provide) only be established if, among other things, the Company has delivered  
to the Trustee an opinion of counsel (as specified in the Indenture) to the     
effect that the Holders of the Debt Securities of such series will not          
recognize income, gain or loss for Federal income tax purposes as a result of   
such legal defeasance or covenant defeasance and will                           

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be subject to Federal income tax on the same amounts, in the same manner and    
at the same times as would have been the case if such legal defeasance or       
covenant defeasance had not occurred. Such opinion, in the case of legal        
defeasance under clause (a) above, must (except to the extent the terms of the  
Debt Securities of the relevant series otherwise provide) refer to and be       
based upon a ruling of the Internal Revenue Service or a change in applicable   
Federal income tax law occurring after the date of the Indenture. The           
Prospectus Supplement may further describe the provisions, if any, permitting   
such legal defeasance or covenant defeasance with respect to the Offered Debt   
Securities of the series to which such Prospectus Supplement relates. (Section  
10.1)                                                                           

MODIFICATION OF THE INDENTURE                                                   

The Indenture provides that the Company and the Trustee may enter into      
supplemental indentures without the consent of the holders of Debt Securities   
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor  
corporation of the obligations of the Company, (c) add covenants for the        
protection of the holders of Debt Securities, (d) cure any ambiguity or         
correct any inconsistency in the Indenture or make any other provisions as the  
Company may deem necessary or desirable, provided that no such action shall     
adversely affect the interests of the holders of Debt Securities, (e)           
establish the forms or terms of Debt Securities of any series and (f) evidence  
the acceptance of appointment by a successor trustee. (Section 8.1)             

The Indenture also contains provisions permitting the Company and the       
Trustee, with the consent of the holders of not less than 66 2/3% in principal  
amount of Debt Securities of each series then outstanding and affected (voting  
as one class), to add any provisions to, or change in any manner or eliminate   
any of the provisions of, the Indenture or modify in any manner the rights of   
the holders of the Debt Securities of each series so affected; provided that    
the Company and the Trustee may not, without the consent of the holder of each  
outstanding Debt Security affected thereby, (a) extend the stated maturity of   
the principal of any Debt Security, or reduce the principal amount thereof or   
reduce the rate or extend the time of payment of interest thereon, or reduce    
any amount payable on the redemption thereof or change the currency in which    
the principal thereof (including any amount in respect of original issue        
discount), premium, if any, or any interest thereon is payable or reduce the    
amount of any original issue discount security payable upon acceleration or     
provable in bankruptcy or alter certain provisions of the Indenture relating    
to the Debt Securities issued thereunder not denominated in U.S. dollars or     
impair the right of any holder to institute suit for the enforcement of any     
payment on any Debt Security when due or (b) reduce the aforesaid percentage    
in principal amount of Debt Securities of any series, the consent of the        
holders of which is required for any such modification. (Section 8.2)           

CONCERNING THE TRUSTEE                                                          

The Company and its subsidiaries maintain ordinary banking relationships    
with Citibank, N.A. and its affiliates and a number of other banks. Citibank,   
N.A. and its affiliates along with a number of other banks have extended        
credit facilities to the Company and its subsidiaries.                          

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PLAN OF DISTRIBUTION  

The Company may sell the Debt Securities being offered hereby in four ways: 
(i) directly to purchasers, (ii) through agents, (iii) through underwriters     
and (iv) through dealers. Any such underwriters, dealers or agents in the       
United States may include Merrill Lynch, Pierce, Fenner & Smith Incorporated    
and Morgan Stanley & Co. Incorporated.                                          

Offers to purchase Debt Securities may be solicited by agents designated by 
the Company from time to time. Any such agent, who may be deemed to be an       
underwriter as that term is defined in the Securities Act, involved in the      
offer or sale of the Debt Securities in respect of which this Prospectus is     
delivered will be named, and any commissions payable by the Company to such     
agent set forth, in the Prospectus Supplement. Unless otherwise indicated in    
the Prospectus Supplement, any such agent will be acting on a best efforts      
basis for the period of its appointment. Agents may be entitled under           
agreements which may be entered into with the Company to indemnification by     
the Company against certain civil liabilities, including liabilities under the  
Securities Act, and may be customers of, engage in transactions with or         
perform services for the Company in the ordinary course of business.            

If any underwriters are utilized in the sale, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and   
the names of the underwriters and the terms of the transaction will be set      
forth in the Prospectus Supplement, which will be used by the underwriters to   
make resales of the Debt Securities in respect of which this Prospectus is      
delivered to the public. The underwriters may be entitled, under the relevant   
underwriting agreement, to indemnification by the Company against certain       
liabilities, including liabilities under the Securities Act, and may be         
customers of, engage in transactions with or perform services for the Company   
in the ordinary course of business.                                             

If a dealer is utilized in the sale of the Debt Securities in respect of    
which this Prospectus is delivered, the Company will sell such Debt Securities  
to the dealer, as principal. The dealer may then resell such Debt Securities    
to the public at varying prices to be determined by such dealer at the time of  
resale. Dealers may be entitled to indemnification by the Company against       
certain liabilities, including liabilities under the Securities Act, and may    
be customers of, engage in transactions with or perform services for the        
Company in the ordinary course of business.                                     

If so indicated in the Prospectus Supplement, the Company will authorize    
agents and underwriters or dealers to solicit offers by certain purchasers to   
purchase Offered Debt Securities from the Company at the public offering price  
set forth in the Prospectus Supplement pursuant to delayed delivery contracts   
providing for payment and delivery on a specified date in the future. Such      
contracts will be subject to only those conditions set forth in the Prospectus  
Supplement, and the Prospectus Supplement will set forth the commission         
payable for solicitation of such offers.                                        

LEGAL MATTERS 

The validity of the Offered Debt Securities offered hereby will be passed   
upon for the Company by Latham & Watkins, Los Angeles, California. Certain      
legal matters with respect to the Offered Debt Securities will be passed upon   
for the Company by George A. Vandeman, Esq., Senior Vice President, General     
Counsel and Secretary of the Company. Certain legal matters in connection with  
offerings made by this Prospectus may be passed on for any underwriters,        
agents or dealers by counsel named in the Prospectus Supplement.                

EXPERTS 

The consolidated financial statements and related schedule of the Company   
for the year ended December 31, 1996, appearing in the Company's Annual Report  
on Form 10-K have been audited by Ernst & Young LLP, independent auditors, as   
set forth in their report thereon included therein and incorporated herein by   
reference. Such consolidated financial statements are incorporated herein by    
reference in reliance upon such report given upon the authority of such firm    
as experts in accounting and auditing.                                          

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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY  
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS   
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY    
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. IF GIVEN OR MADE, SUCH OTHER     
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN           
AUTHORIZED BY AMGEN INC. OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND    
THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN    
OFFER TO BUY THE DEBENTURES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO     
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER  
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE      
MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY         
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS        
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR IN THE AFFAIRS OF AMGEN INC. SINCE  
THE DATE HEREOF.                                                                

--------------- 

TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
The Company................................................................  S-2
Use of Proceeds............................................................  S-3
Capitalization.............................................................  S-3
Selected Financial Data....................................................  S-4
Description of the Debentures..............................................  S-5
Underwriting...............................................................  S-9
Certain Legal Matters...................................................... S-10

                                  PROSPECTUS                                    

                                                                                
Available Information......................................................    2
Incorporation of Documents by Reference....................................    2
Amgen Inc..................................................................    3
Use of Proceeds............................................................    4
Description of Debt Securities.............................................    4
Plan of Distribution.......................................................   12
Legal Matters..............................................................   12
Experts....................................................................   12

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$100,000,000  

[LOGO OF AMGEN(R)]  

% DEBENTURES DUE APRIL   , 2097 
--------------- 

PROSPECTUS SUPPLEMENT 

--------------- 

MERRILL LYNCH & CO. 
MORGAN STANLEY & CO.  
Incorporated  

APRIL   , 1997  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B5’ Filing		Date		First		Last			Other Filings
		8/15/97		3
Filed on:		3/28/97		1		11
		3/14/97		12					8-K
		2/28/97		12					8-K
		2/26/97		5		14			8-K
		2/6/97		5
		12/31/96		3		22			10-K
		12/31/95		13					10-K
		12/31/94		4		13			10-K,  8-K/A
		12/31/93		4		13			11-K
		12/31/92		13					11-K
		3/31/92		20
		1/1/92		5		14
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