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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                 SCHEDULE 14D-9
                                 (RULE 14d-101)

                  SOLICITATION/RECOMMENDATION STATEMENT UNDER
            SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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                          IMCLONE SYSTEMS INCORPORATED
                           (Name of Subject Company)
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                          IMCLONE SYSTEMS INCORPORATED
                       (Name of Person Filing Statement)

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                    Common Stock, par value $.001 per share
                         (Title of Class of Securities)

                                   45245W109
                     (CUSIP Number of Class of Securities)

                              John B. Landes, Esq.
                    Senior Vice President & General Counsel
                         ImClone Systems Incorporated
                               180 Varick Street
                               New York, NY 10014
                                  212-645-1405
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)

                                With a Copy to:

                             Phillip R. Mills, Esq.
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                               New York, NY 10017
                                 (212) 450-4000

|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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          IMCLONE SYSTEMS AND BRISTOL-MYERS SQUIBB ENTER INTO LANDMARK
           COMMERCIALIZATION AGREEMENT FOR IMPORTANT INVESTIGATIONAL
                              CANCER DRUG IMC-C225

           Bristol-Myers Squibb to Acquire an Approximate 20 Percent
                        Equity Stake in ImClone Systems

New York, NY - September 19, 2001 -- ImClone Systems Incorporated (NASDAQ:
IMCL) announced today that it has reached an agreement with Bristol-Myers
Squibb Company (NYSE: BMY) to co-develop and co-promote IMC-C225 in the United
States, Canada and Japan. IMC-C225 is an investigational drug designed to
target and block the Epidermal Growth Factor Receptor (EGFR), which is
overexpressed on the surface of certain cancer cells. The companies believe
this investigational drug already has great potential in the treatment of
several cancers, including colon, head and neck, pancreatic and non-small cell
lung cancers. In February 2001, the Food and Drug Administration (FDA) granted
ImClone Systems a Fast Track designation for IMC-C225 in the treatment of
refractory colon cancer.

The transaction between Bristol-Myers Squibb and ImClone Systems comprises a
commercial agreement for the co-development and co-promotion of IMC-C225, as
well as the acquisition of an equity stake in ImClone Systems. Under the terms
of the commercial agreement, Bristol-Myers Squibb will pay ImClone Systems a
total of $1 billion in three cash payments for the achievement of the following
milestones: one upon the signing of the agreement, one upon the completion of
the Biologics License Application (BLA) submission with the FDA, and one upon
the marketing approval of IMC-C225 by the FDA. In addition, ImClone will
receive a significant share of product revenues. The term of the commercial
agreement runs through at least 2018.

"Our partnership with Bristol-Myers Squibb is a landmark agreement within the
biopharmaceutical industry," stated Samuel D. Waksal, Ph.D., president and
chief executive officer of ImClone Systems Incorporated. "This agreement pairs
the pharmaceutical industry's premier oncology franchise with the leading
biotechnology company in the field of oncology which has developed a rich,
late-stage pipeline of biologic-based therapeutics. We believe that the
strength and vision of this agreement will provide a powerful added value for
our shareholders, as well as patients with cancer who may benefit from
treatment with IMC-C225."

 "As the worldwide leader in cancer drug development, Bristol-Myers Squibb is
constantly searching for breakthrough medicines to help patients in need and
ImClone Systems' IMC-C225 represents one of the most important advances in
cancer medicine since the introduction of TAXOL(R) (paclitaxel) in 1991," said
Peter R. Dolan, chairman and chief executive officer, Bristol-Myers Squibb.
"The partnership with ImClone Systems demonstrates our continued commitment to
achieve our strategies for growth; focuses our efforts on medicines with
blockbuster potential; broadens our growth opportunities through aggressive
external development; and is a significant step towards becoming a leader in
biologics."

In addition to the commercial agreement, Bristol-Myers Squibb will acquire
approximately 14.4 million shares of ImClone Systems stock though a tender
offer made to ImClone Systems shareholders at a price of $70 per share. This
purchase indicates Bristol-Myers Squibb's long-term interest in ImClone
Systems' potential for growth in not only oncology drug development, but also
in its biotherapeutic capability, which is highly complementary to
Bristol-Myers Squibb's leadership in core therapeutic areas such as oncology.
This collaboration is the latest in a series of strategic moves to further
strengthen Bristol-Myers Squibb's medicines business, which has been the focus
of the company's Strategy for Growth to double sales, earnings and earnings per
share between year-end 2000 and 2005. The acquisition is subject to clearance
under the Hart-Scott-Rodino Antitrust Improvements Act as well as other
customary conditions.

ImClone Systems Incorporated is committed to advancing oncology care by
developing a portfolio of targeted biologic treatments, designed to address the
medical needs of patients with a variety of cancers. The Company's three
programs include growth factor blockers, cancer vaccines and angiogenesis
inhibitors. ImClone Systems' strategy is to become a fully integrated
biopharmaceutical company, taking its development programs from the research
stage to the market. ImClone Systems is headquartered in New York with
manufacturing facilities in Somerville, New Jersey.


ImClone Systems is studying IMC-C225 in a series of Phase II and Phase III
clinical trials. The company is conducting Phase II clinical studies of
IMC-C225 in combination with standard therapies in patients with various stages
of colorectal cancer, pancreatic cancer, head and neck cancer, and non-small
cell lung cancer. In addition to the Phase II studies, the company is
conducting a Phase III clinical trial combining IMC-C225 with chemotherapy and
another study combining IMC-C225 with radiotherapy as first line treatments for
head and neck cancer.

Except for the historical information contained herein, the matters discussed
in this news release may 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. The
Company undertakes no obligation to revise or update this press release to
reflect events or circumstances after the date hereof.

IN CONNECTION WITH THE TENDER OFFER, THE COMPANY WILL FILE A SOLICITATION/
RECOMMENDATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS
ARE URGED TO READ THE ENTIRE SOLICITATION/ RECOMMENDATION STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. INVESTORS CAN
OBTAIN A FREE COPY OF THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE WEB SITE OF
THE SECURITIES AND EXCHANGE COMMISSION (www.sec.gov). THE
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED DOCUMENTS MAY ALSO BE
OBTAINED BY DIRECTING SUCH REQUESTS TO ANDREA F. RABNEY, VICE PRESIDENT,
CORPORATE COMMUNICATIONS, (646) 638-5058.