EXHIBIT

                        SECOND AMENDMENT TO THE
                    AMGEN RETIREMENT AND SAVING PLAN


              (Amended and Restated as of January 1, 1993)

     The Amgen Retirement and Savings Plan (Amended and Restated as of
January 1, 1993) (the "Plan") is hereby amended in the following
respects effective as of the dates specified:

     1.   Effective with respect to Plan Years after December 31, 1993,
Section 2.13(d) of the Plan is hereby amended to read in its entirety as
follows:

     "(d)      Effective January 1, 1994, with respect to any Plan Year,
          and for any purpose under the Plan other than determining
          Highly Compensated Employees and determinations under section
          16.2(d), only the first $150,000 (as adjusted by the
          Commissioner of Internal Revenue for increases in the cost of
          living in accordance with section 401(a) (17) (B) of the Code)
          shall be treated as compensation for the Plan Year.  This
          $150,000 limit shall be reduced for a short Plan Year to the
          product of the actual dollar amount of the annual limit times
          the number of months in the short Plan Year, divided by 12.
          In determining Compensation for purposes of this limitation,
          the rules of section 414(q) (6) of the Code shall apply,
          except that "family members" shall include only the spouse of
          the Employee and any lineal descendants who have not attained
          age 19 before the close of the Plan Year."

     2.   Effective as of January 1, 1995, Section 2.18 of the Plan is
hereby amended to read in its entirety as follows:

     "2.18          'Disability' means that the Participant is
          determined, under Title II or XVI of the Social Security Act,
          to have been disabled at the time of his or her termination of
          employment.  In order for a Participant's Accounts to become
          fully vested on account of Disability pursuant to Sections 7.2
          and 7.3 of


          the Plan, the Participant must submit evidence of the Social
          Security Administration's determination of disability to the
          Company prior to the distribution (or deemed distribution) of
          the Participant's Accounts."

     3.   Effective as of January 1, 1995, Section 2.60 of the Plan is
hereby amended to read in its entirety as follows:

     "2.60          'Valuation Date' means the date on which the assets
          of the Plan are valued, determined in accordance with the
          Funding Agreement."

     4.   Effective as of January 1, 1995, Article 6 of the Plan is
hereby amended to read in its entirety as follows:

     "6.1      Investment Funds.  All contributions to the Plan made
          pursuant to Article 4 shall be paid to the Fund established
          under the Plan.  All such contributions shall be invested as
          provided under the terms of the Funding Agreement, which may
          include provision for the separation of assets into separate
          Investment Funds.

     "6.2      Investment of Contributions.  Contributions shall be
          apportioned among one or more of the Investment Funds as the
          Participant may specify according to the procedures prescribed
          by the Company.  In the event that a Participant fails to make
          an investment election, contributions allocated to his Account
          shall be invested in accordance with procedures prescribed by
          the Company.  A Participant may elect to change the investment
          instructions with respect to future contributions according to
          the procedures prescribed by the Company.

     "6.3      Limitation on Investment in Company Stock Fund.  A
          Participant may direct the investment of his Accounts in the
          Company Stock Fund only to the extent of Plan contributions
          made to his Accounts on and after April 1, 1991, and only to a
          maximum of fifty percent (50%) of contributions directed to
          all of such Participant's Accounts thereafter.



     "6.4      Transfers Among Investment Accounts.  A Participant may
          elect to reapportion the values of his Accounts allocated
          among the various Investment Funds by properly following
          procedures prescribed by the Company; provided, however, that
          a Participant may not transfer amounts to the Company Stock
          fund and that a Participant who wishes to transfer any amount
          from the Company Stock fund to one or more other Investment
          Fund(s) must transfer 100 percent (100%) of the amount in his
          Company Stock fund to such other Investment Fund(s).  For
          purposes of carrying out Investment Fund transfers, the value
          of the Participant's Accounts and amounts invested in each
          Investment Fund shall be determined immediately preceding the
          effectuation of the Participant's transfer election."


To record this Second Amendment to the Amgen Retirement and Savings Plan
as set forth herein, the Company has caused its authorized officer to
execute this document this 27th day of October, 1994.


                                        AMGEN INC.

                         By:  /s/ Thomas E. Workman, Jr.
                              __________________________             


                         Title: Vice President, Secretary
                                 and General Counsel
                                 ________________________