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):
                         February 25, 1997
            
            
            			   IMCLONE SYSTEMS INCORPORATED
            		(Exact Name of Registrant as Specified in Charter)
            
            
            
            	      Delaware                         0-19612
             (State or Other Jurisdiction      (Commission File Number)
                 of Incorporation)
            
            
            	    04-2834797
            (IRS Employer Identification Number)
            
            
            	       180 Varick Street, New York, New York          10014
            	      (Address of Principal Executive Offices)     (Zip Code)
            
            
                       (212) 645-1405
            	       Registrant's telephone number, including area code
            
            
            Item 5.    Other Events.
            
                 On February 25, 1997, ImClone Systems Incorporated, 
            a Delaware corporation (the "Company"), filed a Registration 
            Statement on Form S-3 with the Securities and Exchange 
            Commission for an offering of up to 3,000,000 shares (the 
            "Shares") of Common Stock, $.001 par value (the "Common 
            Stock"), of the Company to be offered by the Company.  The 
            Company may sell the Shares of Common Stock directly to 
            purchasers or through or to one or more agents, underwriters 
            or dealers.  The Company anticipates using the net proceeds 
            from the offering (i) to continue to fund and expand its 
            research and development programs and (ii) for general 
            corporate purposes, including working capital.  The actual 
            use of proceeds of the offering will depend on the amount of 
            net proceeds to the Company from the offering.
            
            
            
            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 
            thereunto duly authorized.
            
            
            				 IMCLONE SYSTEMS INCORPORATED
            
            
            
            Date: February 25, 1997          By /s/ JOHN B. LANDES
            				  John B. Landes
            				  Vice President-
            				  Business Development
            				  and General Counsel, 
            				  Secretary
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{"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": "97543870"}, "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"}}
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):
                         February 25, 1997
            
            
            			   IMCLONE SYSTEMS INCORPORATED
            		(Exact Name of Registrant as Specified in Charter)
            
            
            
            	      Delaware                         0-19612
             (State or Other Jurisdiction      (Commission File Number)
                 of Incorporation)
            
            
            	    04-2834797
            (IRS Employer Identification Number)
            
            
            	       180 Varick Street, New York, New York          10014
            	      (Address of Principal Executive Offices)     (Zip Code)
            
            
                       (212) 645-1405
            	       Registrant's telephone number, including area code
            
            
            Item 5.    Other Events.
            
                 On February 25, 1997, ImClone Systems Incorporated, 
            a Delaware corporation (the "Company"), filed a Registration 
            Statement on Form S-3 with the Securities and Exchange 
            Commission for an offering of up to 3,000,000 shares (the 
            "Shares") of Common Stock, $.001 par value (the "Common 
            Stock"), of the Company to be offered by the Company.  The 
            Company may sell the Shares of Common Stock directly to 
            purchasers or through or to one or more agents, underwriters 
            or dealers.  The Company anticipates using the net proceeds 
            from the offering (i) to continue to fund and expand its 
            research and development programs and (ii) for general 
            corporate purposes, including working capital.  The actual 
            use of proceeds of the offering will depend on the amount of 
            net proceeds to the Company from the offering.
            
            
            
            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 
            thereunto duly authorized.
            
            
            				 IMCLONE SYSTEMS INCORPORATED
            
            
            
            Date: February 25, 1997          By /s/ JOHN B. LANDES
            				  John B. Landes
            				  Vice President-
            				  Business Development
            				  and General Counsel, 
            				  Secretary