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EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATIONS
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
AMGEN INC.
Amgen Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That, pursuant to the authority granted to and vested in the
Board of Directors in accordance with the provisions of its Restated Certificate
of Incorporation, as amended, and Section 1 of the Certificate of Designations
of Series A Junior Participating Preferred Stock of the Corporation, as amended
(the "Certificate of Designations"), resolutions were duly adopted by the Board
of Directors of the Corporation approving an amendment to the Certificate of
Designations increasing the number of shares designated as Series A Junior
Participating Preferred Stock from 1,500,000 to 2,750,000 shares. Pursuant to
those resolutions, the Certificate of Designations is hereby amended by striking
the first sentence following "Section 1. Designation and Amount." and
substituting in lieu thereof a new sentence as follows:
"Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Junior Participating
Preferred Stock" (the "Series A Preferred Stock") and the
number of shares constituting the Series A Preferred Stock
shall be 2,750,000."
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SECOND: That said amendment was duly adopted in accordance with the
provisions of the Delaware General Corporation Law.
IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Designations to be signed by Steven M. Odre, its Senior Vice President, General
Counsel and Secretary, this 11th day of May, 2000.
/s/ Steven M. Odre
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Steven M. Odre, Senior Vice President,
General Counsel and Secretary
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