UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): June 3, 1997

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

         Delaware                    0-19612                 04-2834797
(State or other Jurisdiction    (Commission File    (IRS Employer Identification
     of Incorporation)               Number)                   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 June 3, 1997, ImClone Systems Incorporated  ("ImClone" or the "Company")
announced  that it has received a milestone  payment of $500,000 from  corporate
partner Merck KGaA.  This payment  results from the achievement of a pilot-scale
manufacturing  run  for  BEC-2,  ImClone's  lead  therapeutic  compound  for the
treatment of small cell lung cancer. This achievement also triggers the first in
a series of eight quarterly support payments, which will total $4.7 million. The
meeting of further  milestones  attached to the development and  registration of
the product worldwide can result in additional payments to ImClone totaling $6.5
million.

     On May 19, 1997, at the 33rd American  Society of Clinical  Oncology annual
meeting, ImClone reported data from its pilot study investigating the effects of
BEC-2 treatment among 15 patients with small cell lung cancer. The data from the
study  conducted at Memorial  Sloan-Kettering  Cancer Center (MSKCC) in New York
supports  previously  reported clinical results that the compound  significantly
increased  survival  for patients  with small cell lung  cancer.  Based on these
findings pivotal Phase III multi-national clinical trials for BEC-2 are intended
to be initiated in the fourth quarter of this year.

     Under the terms of the  collaboration  with Merck for BEC-2,  ImClone  will
retain marketing rights in North America, and Merck has the marketing rights for
all therapeutic indications outside North America. ImClone will also be entitled
to royalty  payments based upon all product sales outside of North  America.  In
addition,  Merck is responsible for 60 percent of the  development  costs in the
United  States,  Europe,  Australia  and  New  Zealand  and 100  percent  of the
development costs in all other territories. It is the intent of the parties that
ImClone be the manufacturer of the product Worldwide.

     Except  for  the  historical  information  contained  herein,  the  matters
discussed herein include forward-looking  statements.  Actual results may differ
materially  from those predicted in such  forward-looking  statements due to the
risks and uncertainties inherent in the Company's business,  including,  without
limitation,  risks and  uncertainties  in obtaining and  maintaining  regulatory
approval, market acceptance of and continuing demand for the Company's products,
the impact of  competitive  products and pricing,  and the Company's  ability to
obtain additional financing to support its operations.



                                   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: June 6, 1997                           /s/John B. Landes
                                                John B. Landes
                                                Vice President,
                                                Business Development
                                                and General Counsel