As filed with the Securities and Exchange Commission on August 28, 2001
                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                          IMCLONE SYSTEMS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)


               Delaware                                       04-2834797
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                       Identification No.)

                               180 Varick Street
                            New York, New York 10014
          (Address including zip code of Principal Executive Offices)



                          IMCLONE SYSTEMS INCORPORATED
                1998 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED

                            -----------------------
                            (Full title of the plan)
                            -----------------------

                               Catherine M. Vaczy
                           Vice President, Legal and
                           Associate General Counsel
                          ImClone Systems Incorporated
                               180 Varick Street
                            New York, New York 10014
                                 (212) 645-1405
                            -----------------------
            (Name, address including zip code and telephone number,
                   including area code, of agent for service)
                            -----------------------

                                    Copy to:
                                 Andrew Stumpff
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                              New York, N.Y. 10017
                                  212-450-4000






<TABLE>
                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                               Proposed
                                                                Maximum         Proposed Maximum
         Title of Each Class              Amount to be     Offering Price Per       Aggregate           Amount of
   of Securities to be Registered         Registered(1)         Unit (2)       Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>                 <C>                 <C>
Common Stock, $.001 par value               4,000,000      $     45.59         $   182,360,000     $     45,590
====================================================================================================================

(1)   Plus an indeterminate number of additional shares which may be offered
      and issued to prevent dilution resulting from stock splits, stock
      dividends or similar transactions.

(2)   Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
      amended, solely for the purpose of computing the registration fee, based
      on the average of the high and low prices of the securities being
      registered hereby on the NASDAQ National Market on August 22, 2001.
</TABLE>
<PAGE>



                                EXPLANATORY NOTE

     Registration Statements were filed on Form S-8 on September 30, 1998
(Registration No. 333-64827) and February 11, 2000 (Registration No. 333-30172)
(collectively, the "Prior Registration Statements"), to register under the
Securities Act of 1933, as amended, among other things, 1,000,000 shares of
Company common stock, par value $.001 per share (the "Common Stock") and
2,000,000 shares of Company Common Stock, respectively, issuable by us under
the ImClone Systems Incorporated 1998 Non-Qualified Stock Option Plan, As
Amended (the "Plan"). Due to a 2-for-1 stock split effected by the Company on
October 16, 2000, the shares currently registered under the Prior Registration
Statements are 2,000,000 and 4,000,000, respectively. This Registration
Statement on Form S-8 has been prepared and filed pursuant to and in accordance
with the requirements of General Instruction E to Form S-8 for the purpose of
effecting the registration under the Securities Act of 1933 of an additional
4,000,000 shares of our Common Stock issuable upon stock options granted, or to
be granted, under the Plan at any time or from time to time after the date
hereof under the Plan. Pursuant to General Instruction E to Form S-8, the
Company hereby incorporates herein by reference the contents of the Prior
Registration Statements.




                                       2

<PAGE>




                            SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plan as specified by Rule 428(b)(i) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Company with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.


                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Documents by Reference.

     The following documents which have heretofore been filed by ImClone
Systems Incorporated, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000.

     2.   All reports filed pursuant to 13(a) or 15(d) of the Exchange Act
          since December 31, 2000.

     3.   The description of the Company's Common Stock, par value $.001 per
          share, contained in its Registration Statement on Form 8-A filed
          under the Exchange Act, including any amendment or report filed for
          the purpose of updating such description.

     All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents
(such documents, and the documents enumerated above, being hereinafter referred
to collectively as the "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable; see Item 3(3) above.


                                       3

<PAGE>


Item 5. Interest of Named Experts and Counsel.

     Certain legal matters with respect to the offering of the shares of
Company Common Stock registered hereby have been passed upon by Catherine M.
Vaczy, Vice President, Legal and Associate General Counsel of the Company.  Ms.
Vaczy owns Company Common Stock and holds employee stock options to purchase
Company Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation and Bylaws set forth the extent
to which officers and directors of the Company may be indemnified against any
liabilities which they may incur. The general effect of such provisions is
that, on the terms and conditions set forth in the Company's Certificate of
Incorporation and Bylaws, any person made a party or threatened to be made a
party to an action, suit or proceeding by reason of the fact that he or she is
or was a director or officer of the Company, or is or was serving as a
director, officer, employee or agent of another corporation or other enterprise
at the request of the Company, shall be indemnified by the Company against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) reasonably incurred or suffered by him or her in connection with
such action, suit or proceeding, to the full extent permitted under the laws of
the State of Delaware; provided, however, that, subject to certain limited
exceptions, the Company shall indemnify any such person seeking indemnification
in connection with a proceeding initiated by such person only if such
proceeding was authorized by the Board of Directors of the Company.  The
Company's Certificate of Incorporation gives the Board of Directors of the
Company the authority to extend such indemnification to employees and other
agents of the Company as well.

     The general effect of the indemnification provisions contained in Section
145 of the General Corporation Law of the State of Delaware (the "DGCL") is as
follows:  A director or officer who, by reason of such directorship or
officership, is involved in any action, suit or proceeding (other than an
action by or in the right of the corporation) may be indemnified by the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe that his or her conduct was
unlawful.  A director or officer who, by reason of such directorship or
officership, is involved in any action or suit by or in the right of the
corporation may be indemnified by the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which he or she shall have been adjudged to be liable to the corporation unless
and only to the extent that a court of appropriate jurisdiction shall approve
such indemnification.

     The Company's Certificate of Incorporation provides that, to the maximum
extent permitted under the DGCL, a director of the Company shall not be
personally liable to the Company or to any of its stockholders for monetary
damages for breach of fiduciary duty as a director of the Company.  Section
102(b)(7) of the DGCL permits a corporation to include in its certificate of
incorporation a provision that eliminates or limits the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director; provided, that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

     Not applicable.


                                       4
<PAGE>

Item 8. Exhibits.



       Exhibit
       Number         Description
       -------        -----------
         4.1          Certificate of Incorporation, as amended through December
                      31, 1998 (filed as Exhibit 3.2 to the Company's Quarterly
                      Report on Form 10-Q for the quarter ended June 30,
                      1997).*
         4.2          Amendment dated June 4, 1999 to the Company's Certificate
                      of Incorporation, as amended (filed as Exhibit 3.1A to
                      the Company's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 1999).*
         4.3          Amendment dated June 12, 2000 to the Company's Certificate
                      of Incorporation, as amended (filed as Exhibit 3.1A to
                      the Company's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 2000).*
         4.4          Amended and Restated Bylaws of the Company (filed as
                      Exhibit 3.2 to the Company's Current Report on Form 8-K
                      dated January 21, 1998).*
         5.1          Opinion of Catherine M. Vaczy, Esq.
        23.1          Consent of  KPMG LLP.
        23.2          Consent of Catherine M. Vaczy, Esq. (Included in Exhibit
                      5.1)
        24.1          Power of Attorney (Included on signature pages to this
                      Registration Statement).
        99.1          ImClone Systems Incorporated 1998 Non-Qualified Stock
                      Option Plan, As Amended (filed as Exhibit 99.3 to the
                      Company's Annual Report on Form 10-K for the fiscal year
                      ended December 31, 2000).*

                      --------------------------
                      *Incorporated herein by reference

Item 9. Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

                                       5
<PAGE>



          (2) that, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (3) to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.






                                       6

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 27th day of
August, 2001.

                                   IMCLONE SYSTEMS INCORPORATED


                                   By:/s/ Samuel D. Waksal
                                      -----------------------------------------
                                   Name: Samuel D. Waksal
                                   Title: President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 27, 2001.  Each person whose individual signature
appears below hereby authorizes Samuel D. Waksal, Harlan W. Waksal and John B.
Landes, or any of them, to execute in the name and on behalf of each such
person and to file any amendment to this Registration Statement, and appoints
Samuel D. Waksal, Harlan W. Waksal and John B. Landes, or any of them, as
attorney-in-fact to sign on his behalf individually and in each capacity stated
below, and to file any amendments to this Registration Statement, including any
and all post-effective amendments.


              Signature                                   Title
              ---------                                   -----

/s/ Robert F. Goldhammer
--------------------------------------    Chairman of the Board and Director
Robert F. Goldhammer


/s/ Samuel D. Waksal
--------------------------------------    President, Chief Executive Officer and
Samuel D. Waksal                          Director (Principal Executive Officer)


/s/ Harlan W. Waksal
--------------------------------------    Executive Vice President, Chief
Harlan W. Waksal                          Operating Officer and Director


/s/ Daniel S. Lynch
--------------------------------------    Vice President of Finance and Chief
Daniel S. Lynch                           Financial Officer (Principal Financial
                                          and Accounting Officer)


/s/ Arnold J. Levine
--------------------------------------    Director
Arnold J. Levine


/s/ Vincent T. DeVita, Jr.
--------------------------------------    Director
Vincent T. DeVita, Jr.


/s/ Paul B. Kopperl
--------------------------------------    Director
Paul B. Kopperl


/s/ William R. Miller
--------------------------------------    Director
William R. Miller

                                       7

<PAGE>





/s/ David M. Kies
--------------------------------------    Director
David M. Kies


/s/ Richard Barth
--------------------------------------    Director
Richard Barth


/s/ John Mendelsohn
--------------------------------------    Director
John Mendelsohn






                                       8

<PAGE>



                                 EXHIBIT INDEX




       Exhibit
       Number         Description
       -------        -----------

         4.1          Certificate of Incorporation, as amended through December
                      31, 1998.*
         4.2          Amendment dated June 4, 1999 to the Company's Certificate
                      of Incorporation, as amended.*
         4.3          Amendment dated June 12, 2000 to the Company's Certificate
                      of Incorporation, as amended.*
         4.4          Amended and Restated Bylaws of the Company.*
         5.1          Opinion of Catherine M. Vaczy, Esq.
        23.1          Consent of  KPMG LLP.
        23.2          Consent of Catherine M. Vaczy, Esq. (Included in Exhibit
                      5.1).
        24.1          Power of Attorney (Included on signature pages to this
                      Registration Statement).
        99.1          ImClone Systems Incorporated 1998 Non-Qualified Stock
                      Option Plan, As Amended.*

                      ------------------------------
                      *Incorporated herein by reference
[{"type": "S-8", "sequence": "1", "filename": "aug2701_s8.txt", "secsgml_size_bytes": 23636}]
{"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": "S-8", "act": "33", "file-number": "333-68534", "film-number": "1725780"}, "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"}}
As filed with the Securities and Exchange Commission on August 28, 2001
                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                          IMCLONE SYSTEMS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                       04-2834797
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                       Identification No.)

                               180 Varick Street
                            New York, New York 10014
          (Address including zip code of Principal Executive Offices)

                          IMCLONE SYSTEMS INCORPORATED
                1998 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED

                            -----------------------
                            (Full title of the plan)
                            -----------------------

                               Catherine M. Vaczy
                           Vice President, Legal and
                           Associate General Counsel
                          ImClone Systems Incorporated
                               180 Varick Street
                            New York, New York 10014
                                 (212) 645-1405
                            -----------------------
            (Name, address including zip code and telephone number,
                   including area code, of agent for service)
                            -----------------------

                                    Copy to:
                                 Andrew Stumpff
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                              New York, N.Y. 10017
                                  212-450-4000

                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                               Proposed
                                                                Maximum         Proposed Maximum
         Title of Each Class              Amount to be     Offering Price Per       Aggregate           Amount of
   of Securities to be Registered         Registered(1)         Unit (2)       Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value               4,000,000      $     45.59         $   182,360,000     $     45,590
====================================================================================================================

(1)   Plus an indeterminate number of additional shares which may be offered
      and issued to prevent dilution resulting from stock splits, stock
      dividends or similar transactions.

(2)   Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
      amended, solely for the purpose of computing the registration fee, based
      on the average of the high and low prices of the securities being
      registered hereby on the NASDAQ National Market on August 22, 2001.
EXPLANATORY NOTE

     Registration Statements were filed on Form S-8 on September 30, 1998
(Registration No. 333-64827) and February 11, 2000 (Registration No. 333-30172)
(collectively, the "Prior Registration Statements"), to register under the
Securities Act of 1933, as amended, among other things, 1,000,000 shares of
Company common stock, par value $.001 per share (the "Common Stock") and
2,000,000 shares of Company Common Stock, respectively, issuable by us under
the ImClone Systems Incorporated 1998 Non-Qualified Stock Option Plan, As
Amended (the "Plan"). Due to a 2-for-1 stock split effected by the Company on
October 16, 2000, the shares currently registered under the Prior Registration
Statements are 2,000,000 and 4,000,000, respectively. This Registration
Statement on Form S-8 has been prepared and filed pursuant to and in accordance
with the requirements of General Instruction E to Form S-8 for the purpose of
effecting the registration under the Securities Act of 1933 of an additional
4,000,000 shares of our Common Stock issuable upon stock options granted, or to
be granted, under the Plan at any time or from time to time after the date
hereof under the Plan. Pursuant to General Instruction E to Form S-8, the
Company hereby incorporates herein by reference the contents of the Prior
Registration Statements.

                                       2
SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plan as specified by Rule 428(b)(i) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Company with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents which have heretofore been filed by ImClone
Systems Incorporated, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000.

     2.   All reports filed pursuant to 13(a) or 15(d) of the Exchange Act
          since December 31, 2000.

     3.   The description of the Company's Common Stock, par value $.001 per
          share, contained in its Registration Statement on Form 8-A filed
          under the Exchange Act, including any amendment or report filed for
          the purpose of updating such description.

     All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents
(such documents, and the documents enumerated above, being hereinafter referred
to collectively as the "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable; see Item 3(3) above.

                                       3
Item 5. Interest of Named Experts and Counsel.

     Certain legal matters with respect to the offering of the shares of
Company Common Stock registered hereby have been passed upon by Catherine M.
Vaczy, Vice President, Legal and Associate General Counsel of the Company.  Ms.
Vaczy owns Company Common Stock and holds employee stock options to purchase
Company Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation and Bylaws set forth the extent
to which officers and directors of the Company may be indemnified against any
liabilities which they may incur. The general effect of such provisions is
that, on the terms and conditions set forth in the Company's Certificate of
Incorporation and Bylaws, any person made a party or threatened to be made a
party to an action, suit or proceeding by reason of the fact that he or she is
or was a director or officer of the Company, or is or was serving as a
director, officer, employee or agent of another corporation or other enterprise
at the request of the Company, shall be indemnified by the Company against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) reasonably incurred or suffered by him or her in connection with
such action, suit or proceeding, to the full extent permitted under the laws of
the State of Delaware; provided, however, that, subject to certain limited
exceptions, the Company shall indemnify any such person seeking indemnification
in connection with a proceeding initiated by such person only if such
proceeding was authorized by the Board of Directors of the Company.  The
Company's Certificate of Incorporation gives the Board of Directors of the
Company the authority to extend such indemnification to employees and other
agents of the Company as well.

     The general effect of the indemnification provisions contained in Section
145 of the General Corporation Law of the State of Delaware (the "DGCL") is as
follows:  A director or officer who, by reason of such directorship or
officership, is involved in any action, suit or proceeding (other than an
action by or in the right of the corporation) may be indemnified by the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe that his or her conduct was
unlawful.  A director or officer who, by reason of such directorship or
officership, is involved in any action or suit by or in the right of the
corporation may be indemnified by the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which he or she shall have been adjudged to be liable to the corporation unless
and only to the extent that a court of appropriate jurisdiction shall approve
such indemnification.

     The Company's Certificate of Incorporation provides that, to the maximum
extent permitted under the DGCL, a director of the Company shall not be
personally liable to the Company or to any of its stockholders for monetary
damages for breach of fiduciary duty as a director of the Company.  Section
102(b)(7) of the DGCL permits a corporation to include in its certificate of
incorporation a provision that eliminates or limits the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director; provided, that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

     Not applicable.

                                       4
Item 8. Exhibits.

       Exhibit
       Number         Description
       -------        -----------
         4.1          Certificate of Incorporation, as amended through December
                      31, 1998 (filed as Exhibit 3.2 to the Company's Quarterly
                      Report on Form 10-Q for the quarter ended June 30,
                      1997).*
         4.2          Amendment dated June 4, 1999 to the Company's Certificate
                      of Incorporation, as amended (filed as Exhibit 3.1A to
                      the Company's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 1999).*
         4.3          Amendment dated June 12, 2000 to the Company's Certificate
                      of Incorporation, as amended (filed as Exhibit 3.1A to
                      the Company's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 2000).*
         4.4          Amended and Restated Bylaws of the Company (filed as
                      Exhibit 3.2 to the Company's Current Report on Form 8-K
                      dated January 21, 1998).*
         5.1          Opinion of Catherine M. Vaczy, Esq.
        23.1          Consent of  KPMG LLP.
        23.2          Consent of Catherine M. Vaczy, Esq. (Included in Exhibit
                      5.1)
        24.1          Power of Attorney (Included on signature pages to this
                      Registration Statement).
        99.1          ImClone Systems Incorporated 1998 Non-Qualified Stock
                      Option Plan, As Amended (filed as Exhibit 99.3 to the
                      Company's Annual Report on Form 10-K for the fiscal year
                      ended December 31, 2000).*

                      --------------------------
                      *Incorporated herein by reference

Item 9. Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

                                       5
(2) that, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (3) to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 27th day of
August, 2001.

                                   IMCLONE SYSTEMS INCORPORATED

                                   By:/s/ Samuel D. Waksal
                                      -----------------------------------------
                                   Name: Samuel D. Waksal
                                   Title: President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 27, 2001.  Each person whose individual signature
appears below hereby authorizes Samuel D. Waksal, Harlan W. Waksal and John B.
Landes, or any of them, to execute in the name and on behalf of each such
person and to file any amendment to this Registration Statement, and appoints
Samuel D. Waksal, Harlan W. Waksal and John B. Landes, or any of them, as
attorney-in-fact to sign on his behalf individually and in each capacity stated
below, and to file any amendments to this Registration Statement, including any
and all post-effective amendments.

              Signature                                   Title
              ---------                                   -----

/s/ Robert F. Goldhammer
--------------------------------------    Chairman of the Board and Director
Robert F. Goldhammer

/s/ Samuel D. Waksal
--------------------------------------    President, Chief Executive Officer and
Samuel D. Waksal                          Director (Principal Executive Officer)

/s/ Harlan W. Waksal
--------------------------------------    Executive Vice President, Chief
Harlan W. Waksal                          Operating Officer and Director

/s/ Daniel S. Lynch
--------------------------------------    Vice President of Finance and Chief
Daniel S. Lynch                           Financial Officer (Principal Financial
                                          and Accounting Officer)

/s/ Arnold J. Levine
--------------------------------------    Director
Arnold J. Levine

/s/ Vincent T. DeVita, Jr.
--------------------------------------    Director
Vincent T. DeVita, Jr.

/s/ Paul B. Kopperl
--------------------------------------    Director
Paul B. Kopperl

/s/ William R. Miller
--------------------------------------    Director
William R. Miller

                                       7
/s/ David M. Kies
--------------------------------------    Director
David M. Kies

/s/ Richard Barth
--------------------------------------    Director
Richard Barth

/s/ John Mendelsohn
--------------------------------------    Director
John Mendelsohn

                                       8
EXHIBIT INDEX

       Exhibit
       Number         Description
       -------        -----------

         4.1          Certificate of Incorporation, as amended through December
                      31, 1998.*
         4.2          Amendment dated June 4, 1999 to the Company's Certificate
                      of Incorporation, as amended.*
         4.3          Amendment dated June 12, 2000 to the Company's Certificate
                      of Incorporation, as amended.*
         4.4          Amended and Restated Bylaws of the Company.*
         5.1          Opinion of Catherine M. Vaczy, Esq.
        23.1          Consent of  KPMG LLP.
        23.2          Consent of Catherine M. Vaczy, Esq. (Included in Exhibit
                      5.1).
        24.1          Power of Attorney (Included on signature pages to this
                      Registration Statement).
        99.1          ImClone Systems Incorporated 1998 Non-Qualified Stock
                      Option Plan, As Amended.*

                      ------------------------------
                      *Incorporated herein by reference