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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RASTETTER WILLIAM H
(Last) (First) (Middle)
14 CAMBRIDGE CENTER
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOGEN IDEC INC [ BIIB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/04/2004 S 25,000 D $58.83 169,651 I by Trust
Common Stock 05/04/2004 S 80,000 D $58.68 89,651 I by Trust
Common Stock 05/04/2004 M 25,000 A $3.6542 185,069 D
Common Stock 05/04/2004 S 25,000 D $58.83 160,069 D
Common Stock 05/04/2004 M 392,826 A $0.5 447,193 D
Common Stock 05/04/2004 M 33,342 A $0.5 480,535 D
Common Stock 05/04/2004 M 18,285 A $0.5 498,820 D
Common Stock 05/04/2004 M 32,514 A $0.4271 531,334 D
Common Stock 05/04/2004 M 26,907 A $3.3542 558,241 D
Common Stock 05/04/2004 M 9,375 A $3.3542 567,616 D
Common Stock 05/04/2004 M 19,222 A $3.5 586,838 D
Common Stock 05/04/2004 M 19,399 A $6.9167 606,237 D
Common Stock 05/04/2004 M 3,352 A $7.7188 609,589 D
Common Stock 89,651 I by Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right-to-buy)(1) $3.3542 05/04/2004 M 25,000 (2) 01/24/2006 Common Stock 25,000 (1) 160,069 D
Stock Option (right-to-buy)(1) $0.5 05/04/2004 M 392,826 (3) 09/13/2004 Common Stock 392,826 (1) 0 D
Stock Option (right-to-buy)(1) $0.5 05/04/2004 M 33,342 (3) 09/13/2004 Common Stock 33,342 (1) 0 D
Stock Option (right-to-buy)(1) $0.5 05/04/2004 M 18,285 (3) 09/13/2004 Common Stock 18,285 (1) 0 D
Stock Option (right-to-buy)(1) $0.4271 05/04/2004 M 32,514 (4) 01/25/2005 Common Stock 32,514 (1) 0 D
Stock Option (right-to-buy)(1) $3.3542 05/04/2004 M 26,907 (2) 01/24/2006 Common Stock 26,907 (1) 133,162 D
Stock Option (right-to-buy)(1) $3.3542 05/04/2004 M 9,375 (2) 01/24/2006 Common Stock 9,375 (1) 240,625 D
Stock Option (right-to-buy)(1) $3.5 05/04/2004 M 19,222 (5) 01/15/2007 Common Stock 19,222 (1) 250,778 D
Stock Option (right-to-buy)(1) $6.9167 05/04/2004 M 19,399 (6) 02/05/2008 Common Stock 19,399 (1) 354,401 D
Stock Option (right-to-buy)(1) $7.7188 05/04/2004 M 3,352 (7) 01/13/2009 Common Stock 3,352 (1) 374,648 D
Explanation of Responses:
1. Granted under one of the Issuer's stock option plans, in an exempt transaction under SEC rule 16-3(d).
2. Option becomes exercisable as to 25% of the optioned shares on 1/01/97 and as to the balance of the shares in 36 equal monthly installments thereafter.
3. Option became exercisable as follows: 25% of the optioned shares on 9/13/95 and as to the balance of the optioned shares in 36 equal monthly installments thereafter, subject to acceleration in the event the Issuer was to achieve a designated milestone.
4. Option becomes exercisable as to 25% of the optioned shares on 1/25/96 and as to the balance of the shares in 36 equal monthly installments thereafter.
5. Option became exercisable as to 25% of the optioned shares on 1/01/98 and as to the balance of the shares in 36 equal monthly installments thereafter.
6. Option became exercisable as to 25% of the optioned shares on 1/01/99 and as to the balance of the shares in 36 equal monthly installments thereafter.
7. Option became exercisable as to 25% of the optioned shares on 1/01/2000 and as to the balance of the shares in 36 equal monthly installments thereafter.
Remarks:
By: Benjamin S. Harshbarger For: William H. Rastetter 05/05/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY


I, the undersigned, a director and/or an
executive officer of Biogen Idec Inc., hereby authorize and designate
Thomas J. Bucknum, Anne Marie Cook, Jo Ann Taormina, and Benjamin S.
Harshbarger and each of them acting alone, as my attorney-in-fact to
execute and file on my behalf any and all Forms 3, 4 and 5 (including any
amendments thereto) that I may be required to file with the United States
Securities and Exchange Commission as a result of my ownership of or
transactions in securities of Biogen Idec Inc.  The authority granted under
this power of attorney shall continue for so long as I am required to file
Forms 3, 4 and 5 with regard to my ownership of or transactions in
securities of Biogen Idec Inc., unless earlier revoked in writing, but
shall terminate automatically as to each individual attorney-in-fact when
such person is no longer an employee of Biogen Idec Inc.  I acknowledge
that the attorneys-in-fact appointed hereunder are not assuming, nor is
Biogen Idec Inc. assuming, any of my responsibility to comply with Section
16 of the Securities Exchange Act of 1934.

	IN WITNESS WHEREOF, the
undersigned has caused this instrument to be duly executed this 2nd day of
February, 2004.


						/s/ William H. Rastetter


						William H. Rastetter