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                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
        (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1998

                                       OR

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

               For the transition period from         to
                                              -------    --------

                         Commission file number: 0-12042


                                  BIOGEN, INC.
             (Exact name of Registrant as specified in its charter)


           Massachusetts                                        04-3002117
   (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          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

Former name, former address and former fiscal year, if changed since
last report: Not Applicable

     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 [ ]


Number of shares outstanding of each of the issuer's classes of Common Stock, as
of August 12, 1998:

COMMON STOCK, PAR VALUE $0.01                        73,732,655
-----------------------------                        ----------
(Title of each class)                                (Number of shares)



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     This purpose of this amendment is to re-file Exhibit 10.1.1 to the Form
     10-Q without redaction of certain language for which the Registrant did not
     receive confidential treatment.



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     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/ Michael J. Astrue
    --------------------------------
    Vice President - General Counsel

Dated  June 4, 1999


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                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION

(10.1.1)       Agreement and Amendment between the Company and Schering
               Corporation dated May 1, 1998* (filed herewith)

(10.1.2)       1985 Non-qualified Stock Option Plan, as amended through June 20,
               1998 and restated **

(10.1.3)       1982 Incentive Stock Option Plan, as amended through June 20,
               1998 and restated**


*Confidential Treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.

**Previously filed as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.