SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RAMANATHAN ERIK

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2004

3. Issuer Name and Ticker or Trading Symbol
IMCLONE SYSTEMS INC/DE [ IMCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Legal & General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	08/08/1988⁽¹⁾	07/16/2010	Common Stock	21,855	$44	D
Employee Stock Option (right to buy)	08/08/1988⁽²⁾	12/20/2010	Common Stock	2,400	$31.81	D
Employee Stock Option (right to buy)	08/08/1988⁽³⁾	01/16/2012	Common Stock	4,800	$30.08	D
Employee Stock Option (right to buy)	08/08/1988⁽⁴⁾	01/16/2012	Common Stock	16,000	$30.08	D
Employee Stock Option (right to buy)	08/08/1988⁽⁵⁾	08/05/2012	Common Stock	10,000	$6.94	D
Employee Stock Option (right to buy)	08/08/1988⁽⁶⁾	08/05/2012	Common Stock	10,000	$6.94	D
Employee Stock Option (right to buy)	08/08/1988⁽⁷⁾	12/19/2012	Common Stock	5,000	$11.91	D
Employee Stock Option (right to buy)	08/08/1988⁽⁸⁾	07/20/2013	Common Stock	3,500	$35.16	D
Employee Stock Option (right to buy)	08/08/1988⁽⁹⁾	12/21/2013	Common Stock	4,688	$39.79	D
Employee Stock Option (right to buy)	08/08/1988⁽¹⁰⁾	12/21/2013	Common Stock	1,562	$39.79	D
Employee Stock Option (right to buy)	08/08/1988⁽¹¹⁾	01/23/2013	Common Stock	5,000	$10.6	D

Explanation of Responses:

1. These employee stock options become exercisable as to the original amount in four equal annual installments beginning on July 17, 2001.

2. These employee stock options become exercisable in two equal annual installments beginning on December 21, 2001.

3. These employee stock options become exercisable in two equal annual installments beginning on January 17, 2003.

4. These employee stock options become exercisable in four equal annual installments beginning on January 17, 2003.

5. These employee stock options become exercisable in four equal annual installments beginning on August 6, 2003.

6. These employee stock options become exercisable in their entirety on August 6, 2004.

7. These employee stock options become exercisable in two equal annual installments beginning on December 20, 2003.

8. These employee stock options become exercisable in their entirety on July 21, 2004.

9. These employee stock options become exercisable in two equal annual installments beginning on December 23, 2004.

10. These employee stock options become exercisable in two equal annual installments beginning on December 23, 2004.

11. These employee stock options become exercisable in four equal annual installments beginning on January 24, 2004.

	/s/ Erik D. Ramanathan	09/23/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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