content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     -----------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): March 4, 2005
  
                            IMCLONE SYSTEMS INCORPORATED
                 (Exact name of Registrant as Specified in Charter)
  
         Delaware                 0-19612                 04-2834797
         (State of           (Commission File          (I.R.S. Employer
     incorporation or             Number)            Identification No.)
       organization)
  
                            180 Varick Street, 6th Floor
                              New York, New York 10014
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (212) 645-1405
                (Registrant's telephone number, including area code)
  
  
                                         N/A
  
               (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  
   |_|  Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)
  
   |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)
  
   |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
        the Exchange Act (17 CFR 240.14d-2(b))
  
   |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
        the Exchange Act (17 CFR 240.13e-4(c))
  
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  <PAGE>
  
  
  
  
  Item 1.01.              Entry into a Material Definitive Agreement
  
        On March 4, 2005, the Compensation and Stock Option Committee (the
  "Committee") of the Board of Directors approved the performance criteria that
  will be used to determine executive officer cash bonus awards under the
  Company's Annual Incentive Plan for the fiscal year ending December 31, 2005
  ("Fiscal Year 2005"). The Fiscal Year 2005 performance criteria, subject to the
  maximum specified in the next sentence, are revenues, earnings, achievement of
  specific product-related targets based on position and a discretionary factor.
  The maximum permitted bonuses under the Annual Incentive Plan for Fiscal Year
  2005 pursuant to the requirements of Internal Revenue Code Section 162(m) are
  determined based on operating income. Maximum bonuses for the Chief Executive
  Officer and the next four most highly paid executives shall be allocated from a
  pool equal to two percent of the Company's 2005 operating income, with the
  maximum bonuses equal to 40 percent, 25 percent, 15 percent, 10 percent and 10
  percent of that bonus pool, respectively. Actual bonuses will be determined by
  the Committee based on satisfaction of the performance criteria. A copy of the
  Annual Incentive Plan was filed as an appendix to the Company's Proxy Statement
  for its 2003 Annual Meeting of Shareholders, filed August 21, 2003, and is
  incorporated by reference herein.
  
  
  
                                             2
  
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  <PAGE>
  
  
  
  
                                        SIGNATURES
  
  
        Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
                                        IMCLONE SYSTEMS INCORPORATED
  
                                        By:/s/ Michael J. Howerton
                                           ---------------------------------
                                           Name: Michael J. Howerton
                                           Title:   Chief Financial Officer
  
  
  Date:  March 4, 2005
  
  
                                             3
  
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metadata_filer: {"company-data": {"conformed-name": "IMCLONE SYSTEMS INC/DE", "cik": "0000765258", "assigned-sic": "2836", "irs-number": "042834797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19612", "film-number": "05680323"}, "business-address": {"street1": "180 VARICK ST", "city": "NEW YORK", "state": "NY", "zip": "10014", "phone": "2126451405"}, "mail-address": {"street1": "180 VARICK ST", "city": "NEW YORK", "state": "NY", "zip": "10014"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     -----------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): March 4, 2005
  
                            IMCLONE SYSTEMS INCORPORATED
                 (Exact name of Registrant as Specified in Charter)
  
         Delaware                 0-19612                 04-2834797
         (State of           (Commission File          (I.R.S. Employer
     incorporation or             Number)            Identification No.)
       organization)
  
                            180 Varick Street, 6th Floor
                              New York, New York 10014
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (212) 645-1405
                (Registrant's telephone number, including area code)
  
                                         N/A
  
               (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
   |_|  Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)
  
   |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)
  
   |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
        the Exchange Act (17 CFR 240.14d-2(b))
  
   |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
        the Exchange Act (17 CFR 240.13e-4(c))
  
  ------------------------------------------------------------------------------
  Item 1.01.              Entry into a Material Definitive Agreement
  
        On March 4, 2005, the Compensation and Stock Option Committee (the
  "Committee") of the Board of Directors approved the performance criteria that
  will be used to determine executive officer cash bonus awards under the
  Company's Annual Incentive Plan for the fiscal year ending December 31, 2005
  ("Fiscal Year 2005"). The Fiscal Year 2005 performance criteria, subject to the
  maximum specified in the next sentence, are revenues, earnings, achievement of
  specific product-related targets based on position and a discretionary factor.
  The maximum permitted bonuses under the Annual Incentive Plan for Fiscal Year
  2005 pursuant to the requirements of Internal Revenue Code Section 162(m) are
  determined based on operating income. Maximum bonuses for the Chief Executive
  Officer and the next four most highly paid executives shall be allocated from a
  pool equal to two percent of the Company's 2005 operating income, with the
  maximum bonuses equal to 40 percent, 25 percent, 15 percent, 10 percent and 10
  percent of that bonus pool, respectively. Actual bonuses will be determined by
  the Committee based on satisfaction of the performance criteria. A copy of the
  Annual Incentive Plan was filed as an appendix to the Company's Proxy Statement
  for its 2003 Annual Meeting of Shareholders, filed August 21, 2003, and is
  incorporated by reference herein.
  
                                             2
  
  -------------------------------------------------------------------------------
  SIGNATURES
  
        Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                        IMCLONE SYSTEMS INCORPORATED
  
                                        By:/s/ Michael J. Howerton
                                           ---------------------------------
                                           Name: Michael J. Howerton
                                           Title:   Chief Financial Officer
  
  Date:  March 4, 2005
  
                                             3
  
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