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 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
X	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* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IMCLONE SYSTEMS INC [ IMCL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/21/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $.001 ("Shares")	11/21/2008		S		11,669,544	D	$70	0	I	please see all footnotes (1) (2) (3)

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

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN ENTERPRISES G.P. INC. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN ENTERPRISES HOLDINGS L.P. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* BARBERRY CORP. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hopper Investments LLC (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* HIGH RIVER LIMITED PARTNERSHIP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

1. Name and Address of Reporting Person* BECKTON CORP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)

Explanation of Responses:

1. Icahn Enterprises Holdings L.P. ("IEHLP"), f/k/a American Real Estate Holdings Limited Partnership, directly beneficially owned 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owned 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owned 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of Icahn Enterprises G.P. Inc. ("IEGP"), f/k/a American Property Investors, Inc., which is the general partner of IEHLP. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

2. Each of Beckton and IEGP, by virtue of their relationship to IEHLP, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned. Each of Beckton and IEGP disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owned. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

3. Mr. Icahn by virtue of his relationship to IEGP, IEHLP, Barberry, Beckton, Hopper and High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned, the 900,800 Shares which Barberry owned, and the 6,205,134 Shares which High River owned. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owned 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

	CARL C. ICAHN	11/21/2008
	ICAHN ENTERPRISES G.P. INC.	11/21/2008
	ICAHN ENTERPRISES HOLDINGS L.P.	11/21/2008
	BARBERRY CORP.	11/21/2008
	HOPPER INVESTMENTS LLC	11/21/2008
	HIGH RIVER LIMITED PARTNERSHIP	11/21/2008
	BECKTON CORP.	11/21/2008
	** 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).
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