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):  April 5, 2005
  
                                  IMCLONE SYSTEMS INCORPORATED
                       (Exact name of Registrant as Specified in Charter)
  
         Delaware
         (State of                0-19612                 04-2834797
     incorporation or        (Commission File          (I.R.S. Employer
       organization)              Number)            Identification No.)
  
                            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))
  
  -------------------------------------------------------------------------------
  
  
  <PAGE>
  
  
  
  
  Item 1.01.  Entry into a Material Definitive Agreement
  
  S. Joseph Tarnowski serves as the Company's Senior Vice President, Manufacturing
  Operations and Product Development. Dr. Tarnowski was employed pursuant to the
  terms of an employment agreement dated as of September 19, 2001. On September
  20, 2004, that agreement expired and Dr. Tarnowski became an at-will employee of
  the Company.
  
  In a letter agreement effective as of April 5, 2005, Dr. Tarnowski agreed and
  acknowledged his status as an at-will employee. The letter agreement also
  provides that Dr. Tarnowski may terminate his employment at any time by giving
  at least 60 days' prior written notice.
  
  In addition, under the letter agreement, if (a) any of certain specified events
  occurs, (b) Dr. Tarnowski reports the event to the Company within 30 days, and
  (c) the event is not cured within 30 days thereafter, then Dr. Tarnowski may
  resign during the 10 days following the cure period and receive his earned but
  unpaid base salary through the date of termination, any accrued but unpaid
  bonus, any other accrued obligations, a pro rata target bonus for the year of
  termination and a multiple of base salary and bonus (with the multiplier ranging
  from 0.5 to three based on the tier to which Dr. Tarnowski is then assigned
  under the Company's Change-in-Control Plan). Based on Dr. Tarnowski's current
  tier, such multiple would be two. The specified events are: (x) any material and
  adverse change in his duties or responsibilities; (y) a reduction in his base
  salary, annual target bonus or maximum bonus without his prior written consent
  (other than any reduction applicable to other Company employees generally); or
  (z) his required relocation to a site more than 75 miles away from his home and
  his principal place of business without his prior written consent; provided that
  no such event applies generally to the class of executives to which Dr.
  Tarnowski belongs.
  
  Item 9.01.       Financial Statements and Exhibits
  
               (c) Exhibits.
  
                   Exhibit 10.1   Letter Agreement, effective as of April 5, 2005,
                                  by and between S. Joseph Tarnowski and ImClone
                                  Systems Incorporated
  
  
                                          2
  
  
  <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:  April 8, 2005
  
  
                                          3
  
  
  
  <PAGE>
  
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit Number                 Description
  10.1           Letter Agreement, dated as of April 5, 2005, by and between
                 S. Joseph Tarnowski and ImClone Systems Incorporated
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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": "05741998"}, "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):  April 5, 2005
  
                                  IMCLONE SYSTEMS INCORPORATED
                       (Exact name of Registrant as Specified in Charter)
  
         Delaware
         (State of                0-19612                 04-2834797
     incorporation or        (Commission File          (I.R.S. Employer
       organization)              Number)            Identification No.)
  
                            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
  
  S. Joseph Tarnowski serves as the Company's Senior Vice President, Manufacturing
  Operations and Product Development. Dr. Tarnowski was employed pursuant to the
  terms of an employment agreement dated as of September 19, 2001. On September
  20, 2004, that agreement expired and Dr. Tarnowski became an at-will employee of
  the Company.
  
  In a letter agreement effective as of April 5, 2005, Dr. Tarnowski agreed and
  acknowledged his status as an at-will employee. The letter agreement also
  provides that Dr. Tarnowski may terminate his employment at any time by giving
  at least 60 days' prior written notice.
  
  In addition, under the letter agreement, if (a) any of certain specified events
  occurs, (b) Dr. Tarnowski reports the event to the Company within 30 days, and
  (c) the event is not cured within 30 days thereafter, then Dr. Tarnowski may
  resign during the 10 days following the cure period and receive his earned but
  unpaid base salary through the date of termination, any accrued but unpaid
  bonus, any other accrued obligations, a pro rata target bonus for the year of
  termination and a multiple of base salary and bonus (with the multiplier ranging
  from 0.5 to three based on the tier to which Dr. Tarnowski is then assigned
  under the Company's Change-in-Control Plan). Based on Dr. Tarnowski's current
  tier, such multiple would be two. The specified events are: (x) any material and
  adverse change in his duties or responsibilities; (y) a reduction in his base
  salary, annual target bonus or maximum bonus without his prior written consent
  (other than any reduction applicable to other Company employees generally); or
  (z) his required relocation to a site more than 75 miles away from his home and
  his principal place of business without his prior written consent; provided that
  no such event applies generally to the class of executives to which Dr.
  Tarnowski belongs.
  
  Item 9.01.       Financial Statements and Exhibits
  
               (c) Exhibits.
  
                   Exhibit 10.1   Letter Agreement, effective as of April 5, 2005,
                                  by and between S. Joseph Tarnowski and ImClone
                                  Systems Incorporated
  
                                          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:  April 8, 2005
  
                                          3
  EXHIBIT INDEX
  
  Exhibit Number                 Description
  10.1           Letter Agreement, dated as of April 5, 2005, by and between
                 S. Joseph Tarnowski and ImClone Systems Incorporated