EXHIBIT 10.44

                       SECOND AMENDMENT TO THE
                  AMGEN RETIREMENT AND SAVINGS PLAN

(As Amended and Restated Effective April 1, 1996 and as Amended)


     The Amgen Retirement and Savings  Plan (As Amended and  Restated
Effective April 1, 1996) (as amended, the "Plan") is hereby  amended,
effective as of April 1, 1996, in the following respects:

1.   Section 2.20 of the Plan is amended to read in its entirety as 
     follows:

2.20 "Employee" means an individual who (a) is a common-law  employee
     of a  member  of  the  Affiliated Group  or  (b)  is  a  "leased
     employee" (within the  meaning of  section 414(n)  of the  Code)
     with respect to a  member of the  Affiliated Group.   "Employee"
     shall not include  a nonresident  alien who  receives no  earned
     income (within the meaning of section 911(b) of the Code) from a
     member of  the Affiliated  Group  that constitutes  income  from
     sources within the United States (within the meaning of  section
     861(a) (3) of the Code).

2.   The following new Section 2.36 is added and the current Sections
     in  Article   2,   and  references   thereto,   are   renumbered
     accordingly.

2.36 "Payroll" means  the  system used  by  an entity  to  pay  those
     individuals it regards as its  employees for their services  and
     to withhold employment  taxes from the  compensation it pays  to
     such employees.    "Payroll" does  not  include any  system  the
     entity uses to pay  individuals whom it does  not regard as  its
     employees and for whom it does not actually withhold  employment
     taxes (including, but not limited to, individuals it regards  as
     independent contractors).

3.   Section 3.3 of the Plan is amended to read in its entirety as 
     follows:

3.3. "Eligible Employee" means an Employee of a Participating Company
     who is described in  (a) or (b) and  is not excluded under  (c).
     An  individual's  status  as  an  Eligible  Employee  shall   be
     determined  by  the  Company  and  its  determination  shall  be
     conclusive and binding on all persons.

     (A)  Regular Full-Time  Employee.   Unless  excluded  under  (c)
          below, an individual classified by a Participating  Company
          as a "regular full-time employee" is an Eligible Employee.

     (B)  Regular Part-Time  Employee.   Unless  excluded  under  (c)
          below, an individual classified by a Participating  Company
          as a "regular  part-time employee,"  including a  temporary
          employee or intern, shall become an Eligible Employee  upon
          completion of a Year of Service.

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     (C)  Excluded Individuals.    An  individual  shall  not  be  an
          Eligible Employee for any period in which he or she is:

           (1) Included  in  a  unit   of  employees  covered  by   a
               collective-bargaining agreement that does not  provide
               that such individual shall be eligible to  participate
               in the Plan;

          (2)  Subject to a written agreement that provides that such
               individual shall not be eligible to participate in the
               Plan;

          (3)  Employed by a non-U.S. subsidiary of the Company;

          (4)  Not on the Payroll of  a Participating Company but  is
               deemed, for any reason, to be an Employee; or

          (5)  A "leased  employee" (within  the meaning  of  section
               414(n) of the code)  with respect to  a member of  the
               Affiliated Group or would be a leased employee but for
               the  period-of-service  requirement  of  Code  section
               414(n) (2) (B).

          If, during any period, a member of the Affiliated Group has
          not regarded an  individual as  an Employee  and, for  that
          reason, has not withheld  employment taxes with respect  to
          that individual,  then  that  individual shall  not  be  an
          Eligible Employee for that period,  even in the event  that
          the individual is determined,  retroactively, to have  been
          an Employee during all or any portion of that period.



To record this Second Amendment to the Plan as set forth herein,  the
Company has caused  its authorized officer  to execute this  document
this 9th day of December, 1996.

                              Amgen Inc.

                              By:  /S/ George A. Vandeman

                              Title:   Senior Vice President,
                                       General Counsel and Secretary

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