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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002


OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-12042

BIOGEN, INC.

(Exact name of Registrant as specified in its charter)


|                                                                             |  |                                                
|---------------------------------------------------------------------------- |  | -----------------------------------------------
|Massachusetts
(State or other jurisdiction
of incorporation or organization) |  | 04-3002117
(I.R.S. Employer
Identification No.)

14 Cambridge Center, Cambridge, Massachusetts 02142
(Address of principal executive offices) (zip code)

Registrants telephone number, including area code: (617) 679-2000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934 ). Yes x No o

The aggregate market value of the Registrants Common Stock held by
non-affiliates of the Registrant (without admitting that any person whose
shares are not included in such calculation is an affiliate) computed by
reference to the price at which the common stock was last sold as of the last
business day of the Registrants most recently completed second fiscal quarter
was $6,076,061,862.

As of
March 7, 2003, the registrant had 149,607,567 shares of Common
Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive Proxy Statement for our 2003 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Report, and
portions of our 2002 Annual Report to Shareholders are incorporated by
reference into Parts II and IV of this Report.



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TABLE OF CONTENTS



|                                              |                                                                           |  |  |  |  |  |  | 
|--------------------------------------------- | ------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART IV                                      
|                                              | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
|Ex-23 Consent of PricewaterhouseCoopers LLP  
|Ex-99.1 Financial Statements for Savings Plan



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This form 10-K/A amends the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 to add as exhibits to the Form 10-K the
financial statements for the Biogen Savings Plan and the related independent
accountants consent.




PART IV




ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



| | (3) |  | Exhibits
| | --- |  | --------

The following documents are added as exhibits to the Form 10-K:

|            |  |                                             
|----------- |  | --------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                 
|            |  |                                             
|(23)        |  | Consent of PricewaterhouseCoopers LLP       
|           
|(99.1)      |  | Financial Statements for Biogen Savings Plan

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|             |  |                                                                                                    
|------------ |  | ---------------------------------------------------------------------------------------------------
|BIOGEN, INC.
|            
|By:          |  | /s/ Peter N. KelloggPeter N. Kellogg
Executive Vice President - Finance and
Chief Financial Officer

Dated June 30, 2003