SEC FORM 3

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^*

O'Connor Daniel

(Last)

(First)

(Middle)

180 VARICK STREET

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, INTERIM GEN. COUNSEL, SEC.

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

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)
STOCK OPTION (RIGHT TO BUY)	12/16/2005	08/10/2014	COMMON STOCK	625	$53.5	D
PERFORMANCE RIGHTS	12/31/2007⁽¹⁾	12/31/2007	COMMON STOCK	$48,147⁽²⁾	$32.99	D
PERFORMANCE RIGHTS	12/31/2008⁽¹⁾	12/31/2008	COMMON STOCK	$48,147⁽²⁾	$32.99	D

Explanation of Responses:

1. Cash bonuses under the plan are payable following the end of the performance period, provided that the reporting person remains continuously employed by the Company through that date. Special rules apply in the event of a change in control during the performance period, and in the event the reporting person's employment terminates during the performance period due to death or disability.

2. On 1/18/06, the reporting person received a target cash award opportunity under the ImClone 2006-2008 Retention Plan for the two performance periods commencing on 1/1/06 and ending on, respectively, 12/31/07 and 08. The amount of award received will be calculated at the end of the performance period by comparing the Company's share price at the beginning of the performance period with the Company's share price at the end of the performance period based on a 30-day average. The cash bonus will generally be calculated by adjusting the target award opportunity between 100% and 150% based on any Company share price increase. No bonus will be payable in respect of the performance period if the Company's share price at the conclusion of the performance period is less than the share price at the beginning of the performance period. The number reported herein is a cash amount calculated based on the 100% target. If based on the 150% target, this amount would equal $72,220.50.

	/s/ Daniel J. O'Connor	09/29/2006
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.