Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 6, 2009, the Board of Directors (the "Board") of Amgen Inc. (the "Company") approved and adopted the following amendment to the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective upon its adoption by the Board on October 6, 2009:

Article III, Section 6 was modified to enable stockholders of the Company with at least fifteen percent (15%) of the Company's outstanding common stock to request a special meeting of stockholders. The amendment contains certain exceptions to prevent special meetings from being called at the direction of stockholders under certain circumstances, including within ninety (90) days of the anniversary of the prior annual meeting of stockholders or if a substantially similar item has been presented at a meeting of stockholders held within the prior one hundred twenty (120) days.

Prior to this amendment, the Bylaws did not authorize stockholders to call special meetings of stockholders.

The Board also approved and adopted various technical amendments to the Bylaws to reflect recent changes to the General Corporation Law of the State of Delaware, including with respect to the determination of the record date for stockholders entitled to notice of stockholders' meetings and the record date for stockholders entitled to vote at stockholders' meetings.

The restatement of the Bylaws integrates into one document the amendments described above, along with all prior amendments to the Bylaws, previously disclosed by the Company.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated October 6, 2009, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated Bylaws of Amgen Inc.

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