UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                              CELGENE CORPORATION
-------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $0.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    151020104
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2007
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,and
for any  subsequent  amendment  containing  information which  would  alter the
disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 7



-----------------------
  CUSIP No. 151020104                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GOLDMAN SACHS ASSET MANAGEMENT, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 2,348,272

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               38,400
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  3,159,770

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               38,400

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           3,198,170


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           .8 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           IA

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



                                Page 2 of 7



Item 1(a).         Name of Issuer:
                   CELGENE CORPORATION

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   86 Morris Avenue
                   Summit, NJ 07901

Item 2(a).         Name of Persons Filing:

                   GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   Goldman Sachs Asset Management, L.P.
                   32 Old Slip
                   New York, NY  10005

Item 2(c).         Citizenship:
                   GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.01 par value

Item 2(e).         CUSIP Number:
                   151020104

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[  ]  Broker or dealer registered under Section 15 of the Act
                    (15 U.S.C. 78o).

          (b).[  ]  Bank as defined in Section 3(a)(6) of the Act
                    (15 U.S.C. 78c).

          (c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
                    (15 U.S.C. 78c).

          (d).[  ]  Investment company registered under Section 8 of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X]   An investment adviser in accordance with
                    Rule 13d-1(b)(1)(ii)(E);

          (f).[  ]  An employee benefit plan or endowment fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F);

          (g).[  ]  A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G);

          (h).[  ]  A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[  ]  A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


                               Page 3 of 7

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                   If this statement is being filed to report the fact that as
                   of the date hereof the reporting persons have ceased to be
                   the beneficial owners of more than five percent of the class
                   of securities, check the following [X].

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             Not Applicable

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


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


 * In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538  (January 12, 1998),  this filing reflects the securities  beneficially
owned by  Goldman  Sachs  Asset  Management,  L.P.  ("GSAM  LP").  GSAM  LP,  an
investment advisor, disclaims beneficial ownership of any securities managed, on
GSAM LP's behalf, by third parties.




                               Page 4 of 7


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  January 24, 2008

             GOLDMAN SACHS ASSET MANAGEMENT, L.P.

             By:/s/  Lauren LoFaro
              ----------------------------------------
             Name:   Lauren LoFaro
             Title:  Attorney-in-fact




                               Page 5 of 7


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Power of Attorney, relating to
                GOLDMAN SACHS ASSET MANAGEMENT, L.P.

                               Page 6 of 7


                                                                  EXHIBIT (99.1)


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make,  constitute  and appoint each of Catherine
Wedgbury, Ronald L. Christopher  and Lauren LoFaro,  (and any other employee
of  The Goldman Sachs Group,  Inc. or one  of  its affiliates  designated in
writing by one of the attorneys-in-fact),  acting individually, its true and
lawful  attorney,  to execute  and deliver  in its  name and  on  its behalf
whether the Company is  acting individually or  as representative of others,
any and all filings required to be made  by the Company under the Securities
Exchange Act  of 1934,  (as amended, the "Act"),  with respect to securities
which  may be deemed to  be beneficially owned by the Company under the Act,
giving  and granting  unto each said attorney-in-fact power and authority to
act in the premises as  fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY  shall remain  in full force and  effect until either
revoked in  writing by  the undersigned or until such time  as the person or
persons to whom power of attorney has  been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 4, 2007.



GOLDMAN SACHS ASSET MANAGEMENT, L.P.


By:/s/ Ellen R. Porges
________________________
Name:  Ellen R. Porges
Title: Managing Director



                               Page 7 of 7