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): December 4, 1997

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

         Delaware                      0-19612               04-2834797
(State or other Jurisdiction        (Commission     (IRS Employer Identification
     of Incorporation)              File 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 December 4, 1997,  ImClone  Systems  Incorporated  ("ImClone") and Merck
KGaA,  Darmstadt,  Germany  announced  that  the two  companies  are  signing  a
co-marketing  agreement for BEC2,  ImClone's  therapeutic  cancer  vaccine.  The
agreement  amends and  expands  their 1990  agreement  for the  development  and
marketing of BEC2. Under the terms of the agreement, Merck KGaA and ImClone will
continue to develop BEC2 for the U.S. and international  markets with the intent
upon registration of establishing separate ethical oncology sales forces for the
co-marketing  of BEC2 in North  America.  Merck  KGaA will  continue  to hold an
exclusive  royalty bearing  license to market BEC2 outside North America.  Merck
KGaA will also be  responsible  for funding  the  clinical  development  of BEC2
worldwide for a single indication, expenses for which had earlier been shared by
the  parties.  It is  the  intent  of  the  parties  that  ImClone  will  be the
manufacturer  of the product  worldwide.  The agreement calls for $15 million in
milestone fees beyond those previously established under the 1990 agreement.  In
addition,  Merck KGaA has agreed to purchase  immediately $40 million of ImClone
convertible  preferred  stock.  In the first two years, up to one-quarter of the
total  preferred  stock may be converted into ImClone common stock at a price of
$12.50  per share.  In  subsequent  years,  Merck KGaA has the option to convert
additional  preferred  shares at varying prices related to the then market price
of ImClone common stock.

     The  amendment  modifies the 1990  Research and License  Agreement  between
ImClone and Merck KGaA to develop  therapeutic cancer vaccines,  including BEC2,
for the use in small cell lung  carcinoma and malignant  melanoma.  In May 1996,
ImClone announced the extension and modification of the collaboration  including
additional  license  fees  and  milestone   payments.   BEC2  is  a  proprietary
anti-idiotypic   monoclonal   antibody  designed  to  mimic  GD3,  a  glycolipid
(ganglioside)  antigen which is found on the surface of a number of tumor cells,
including  small cell lung cancer (SCLC),  melanoma and a variety of soft tissue
sarcomas.  BEC2 is  intended  to elicit a  cancer-fighting  immune  response  in
patients with these tumor cells.

     On May 19, 1997, at the 33rd American  Society of Clinical  Oncology Annual
Meeting, ImClone and Merck KGaA reported data from its pilot study investigating
the effects of BEC2 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.

     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  ImClone's  business,  including,  without
limitation,  risks and  uncertainties  in obtaining and  maintaining  regulatory
approval, market acceptance of and continuing demand for ImClone's products, the
impact of  competitive  products and pricing,  and  ImClone's  ability to obtain
additional financing to support its operations and achieve its objectives.


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                                   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: December 9, 1997                 By:/s/ John B. Landes
                                          -------------------------------
                                              John B. Landes
                                              Vice President,
                                              Business Development
                                              and General Counsel


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