SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934Date of report (Date of earliest event reported):
November 5, 2004IMCLONE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-19612	04-2834797
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

180 Varick Street, 6th Floor,
New York, New York 10014
(Address, including zip code of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (212) 645-1405

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01      Other Events

     On November 5, 2004, the SEC declared the registration statement for ImClone Systems Incorporated’s 1 3/8% Convertible Notes Due 2024 and the Shares of Common Stock effective, which registration statement included certain factors which investors are urged to carefully consider. The list of risk factors is attached hereto as Exhibit 99.1.

Item 9.01      Exhibits

     (c)  EXHIBITS

     99.1  List of Risk Factors.

SIGNATURE

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 hereunto duly authorized.

ImClone Systems Incorporated
By:	/s/ Erik Ramanathan
	Name:	Erik Ramanathan
	Title:	Vice President, General Counsel  and Secretary

Date: November 23, 2004

EXHIBIT INDEX

Exhibit No.	Description
99.1	List of Risk Factors.