S-3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 
1933

IMCLONE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
          Delaware		04-
2834797
(State or other jurisdiction of 	(I.R.S. 
Employer  Incorporation or organization)
Identification No.)

180 Varick Street
New York, New York 10014
(212) 645-1405
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices)

Harlan W. Waksal, M.D.
Executive Vice President and Chief Operating Officer
ImClone Systems Incorporated
180 Varick Street
New York, New York 10014
(212) 645-1405
(Name, address, including zip code, and telephone number, 
including area code, of agent for service)

Copy to:
Brian W. Pusch, Esq.
Penthouse Suite
29 West 57th Street
New York, New York 10019
(212) 980-0408


	Approximate date of commencement of proposed sale to 
the public:  As soon as practicable after this Registration 
Statement becomes effective.

	If the only securities being registered on this Form 
are being offered pursuant to dividend or interest 
reinvestment plans, please check the following box:  [  ]

	If any of the securities being registered on this Form 
are to be offered on a delayed or continuous basis pursuant 
to Rule 415 under the Securities Act of 1933, other than 
securities offered only in connection with dividend or 
interest reinvestment plans, check the following box: [x]

	If this Form is filed to register additional 
securities for an offering pursuant to Rule 462(b) under the 
Securities Act, please check the following box and list the 
Securities Act registration statement number of the earlier 
effective registration statement for the same offering:  [  ] 


	If this Form is a post-effective amendment filed 
pursuant to Rule 462(c) under the Securities Act, check the 
following box and list the Securities Act registration 
statement number of the earlier effective registration 
statement for the same offering:  [  ] 

	If delivery of the prospectus is expected to be made 
pursuant to Rule 434, please check the following box: [ ]


CALCULATION OF REGISTRATION FEE



                              Proposed        Proposed     
Amount of
 Title of         Amount      Maximum         Maximum     
Registration
  Shares          to be       Offering Price  Aggregate         
Fee
to be Registered  Registered  Per Share(1)  Offering Price(1)
- ----------------  ----------  ------------  ---------------  
- ---------

                                                  

Common Stock,     264,940     $ 9.125       $ 2,417,577.50    
$732.60
$.001 par value


(1)  Estimated solely for the purpose of calculating the 
registration fee pursuant to Rule 457(c), based upon the 
average of the high and low sale prices for the Common 
Stock on the Nasdaq National Market on February 4, 1997, as 
reported by The Wall Street Journal.

	The Registrant hereby amends this Registration 
Statement on such date or dates as may be necessary to delay 
its effective date until the Registrant shall file a further 
amendment which specifically states that this Registration 
Statement shall thereafter become effective in accordance 
with Section 8(a) of the Securities Act of 1933 or until the 
Registration Statement shall become effective on such date as 
the Commission, acting pursuant to Section 8(a), may 
determine. 


IMCLONE SYSTEMS INCORPORATED

Common Stock, $.001 Par Value



	This Prospectus relates to 264,940 shares of Common 
Stock, $.001 par value (the "Common Stock"), of ImClone 
Systems Incorporated, a Delaware corporation (the "Company"), 
offered by the selling stockholders listed herein or by 
pledgees, donees, transferees or other successors in interest 
that receive any of the Shares as a gift, partnership 
distribution or other non-sale related transfer (the "Selling 
Stockholders").  See "Selling Stockholders." The distribution 
of the shares of Common Stock offered by this Prospectus by 
the Selling Stockholders may be effected in one or more 
transactions that may take place in the over-the-counter 
market, or such other market on which the Company's 
securities may from time to time be trading, including 
ordinary broker's transactions or through sales to one or 
more dealers for resale of the shares as principals, in 
privately negotiated transactions, through the writing of 
options on the shares (whether such options are listed on an 
options exchange or otherwise) or by a combination of such 
methods of sale, at fixed prices that may be changed, at 
market prices prevailing at the time of sale, at prices 
related to such prevailing market prices or at negotiated 
prices.  Usual and customary or specifically negotiated 
brokerage fees or commissions may be paid by the Selling 
Stockholders in connection with such sales of the shares.  To 
the extent required, the specific shares to be sold, the 
names of the Selling Stockholders, the purchase price, the 
public offering price, the names of any agent, dealer or 
underwriter, any applicable commission or discount with 
respect to a particular offering of the securities covered 
hereby, and other terms pertaining to any particular plan of 
distribution thereof and not set forth herein, will be set 
forth in an accompanying Prospectus supplement.  Selling 
Stockholders may also sell the shares offered hereby pursuant 
to Rule 144 under the Securities Act of 1933, as amended (the 
"1933 Act"). 

	The aggregate proceeds to the Selling Stockholders from 
the sale of the shares will be the sale price of the shares 
sold less the aggregate underwriters' commissions and 
underwriters' discounts, if any, and the expenses of 
distribution.  The Company will not receive any proceeds from 
the sale of shares of Common Stock by the Selling 
Stockholders, but the Company will receive cash equal to the 
exercise price of warrants to purchase certain of the shares 
offered hereby upon exercise of such warrants.  See "Use of 
Proceeds."  The Company has agreed to indemnify certain of 
the Selling Stockholders against certain liabilities, 
including certain liabilities under the 1933 Act.  See "Plan 
of Distribution"  for indemnification arrangements.

	The Selling Stockholders and any broker-dealer, agent or 
underwriter that participates with the Selling Stockholders 
in the distribution of shares may be deemed "underwriters" 
within the meaning of the 1933 Act and any commission 
received by them and any profit on the resale of the shares 
offered hereby which are purchased by them may be deemed to 
be underwriting commissions or discounts under the 1933 Act.  

	The Common Stock is listed on the Nasdaq National Market 
under the symbol IMCL.  On February 5, 1997, the closing sale 
price of the Common Stock was $8.50 on the Nasdaq National 
Market, as reported by The Wall Street Journal.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF 
RISK.  SEE "RISK FACTORS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED 
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE 
SECURITIES COMMISSION NOR HAS THE SECURITIES AND 
EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The date of this Prospectus is February ___, 1997

TABLE OF CONTENTS

AVAILABLE INFORMATION	2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	2
CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS	3
PROSPECTUS SUMMARY	3
RISK FACTORS	5
RECENT DEVELOPMENTS	11
USE OF PROCEEDS	13
SELLING STOCKHOLDERS	13
PLAN OF DISTRIBUTION	14
LEGAL MATTERS	15
EXPERTS	15


 .c.AVAILABLE INFORMATION

	The Company is subject to the informational requirements 
of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and in accordance therewith files reports 
and other information with the Commission.  Such reports, 
proxy statements and other information filed by the Company 
can be inspected and copied at the public reference 
facilities maintained by the Commission at 450 Fifth Street, 
N.W., Washington, D.C. 20549 and at the regional offices of 
the Commission at 7 World Trade Center, 13th Floor, New York, 
New York, 10048 and Citicorp Center, 500 West Madison Street, 
Room 1400, Chicago, Illinois, 60661.  Copies of such material 
can be obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, 
at prescribed rates.

	The Company has filed with the Commission a Registration 
Statement on Form S-3 (of which this Prospectus is a part) 
under the 1933 Act, with respect to the securities offered 
hereby.  As permitted by the rules and regulations of the 
Commission, this Prospectus does not contain all of the 
information set forth in the Registration Statement and the 
exhibits and schedules thereto.  For further information with 
respect to the Company and the securities offered hereby, 
reference is made to the Registration Statement, including 
the financial statements and exhibits incorporated therein by 
reference or filed as a part thereof, which may be examined  
without charge, and copies of such material can be obtained 
at prescribed rates from the Public Reference Section 
maintained by the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549.  Statements contained in this 
Prospectus as to the contents of any contract or other 
document referred to are not necessarily complete.  In each 
instance reference is made to the copy of such contract or 
other document filed as an exhibit to the Registration 
Statement or otherwise filed with the Commission, each such 
statement being qualified in all respects by such reference, 
and such contract or other document shall be deemed 
incorporated by reference into this Prospectus.


 .c.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

	The following documents filed with the Commission are 
hereby incorporated by reference and made a part hereof:   
(i)  the Company's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1995; (ii) the Company's Current 
Reports on Form 8-K, dated February 5, 1996 and February 14, 
1996; (iii) the Company's Quarterly Reports on Form 10-Q for 
the fiscal quarters ended March 31, 1996, June 30, 1996 and 
September 30, 1996; and (iv) the description of the Common 
Stock contained in the Company's Registration Statement on 
Form 8-A dated October 23, 1991.

	All documents subsequently filed by the Company with the 
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) 
of the Exchange Act prior to the termination of the offering 
of the shares of Common Stock offered hereby shall be deemed 
to be incorporated herein by reference and to be a part 
hereof from the respective dates of filings of such 
documents.  The Company hereby undertakes to provide without 
charge to each person to whom a copy of this Prospectus is 
delivered, upon the request of such person, a copy of any or 
all documents incorporated herein by reference, other than 
exhibits to such documents.  Requests for such copies should 
be addressed to the attention of Harlan W. Waksal, Executive 
Vice President and Chief Operating Officer, ImClone Systems 
Incorporated, 180 Varick Street, New York, New York, 10014, 
telephone number (212) 645-1405.


 .c.CERTAIN FACTORS AFFECTING FORWARD-LOOKING 
STATEMENTS

	This Prospectus, including the documents and information 
incorporated herein by reference, contains forward-looking 
statements that involve risks and uncertainties.  The 
Company's actual operations, performance and results could 
differ materially from those reflected in, or anticipated by, 
these forward-looking statements.  In evaluating the Company 
and its operations, performance and results, investors should 
consider, among other things, the factors discussed under 
"Risk Factors" and the risks and uncertainties discussed in 
the Company's most recent Annual Report on Form 10-K under 
the captions "Business" and "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" 
and in the Company's Quarterly Reports on Form 10-Q, in each 
case incorporated herein by reference.



 .c.PROSPECTUS SUMMARY

	The following summary is qualified in its entirety by 
the 
more detailed information, "Risk Factors" and financial 
statements (including the notes thereto) included or 
incorporated by reference in this Prospectus.  The securities 
offered hereby involve a high degree of risk.  See "Risk 
Factors."

The Company

	ImClone Systems Incorporated is a biopharmaceutical 
company 
engaged primarily in the research and development of 
therapeutic products for the treatment of cancer and cancer-
related disorders.  The Company's product candidates include 
interventional therapeutics for cancer and cancer vaccines. 

	C225.   The Company's lead interventional therapeutic 
for 
cancer is a chimerized (part mouse, part human) antibody that 
acts to block the Epidermal Growth Factor receptor ("EGFr").  
EGFr is expressed in select normal human tissues and has been 
shown to be over-expressed in the cells of approximately one-
third of all human cancers.  Extensive in vivo animal studies 
with human tumors have shown that C225 in combination with 
various chemotherapeutic agents (doxorubicin, cisplatin or 
paclitaxel) demonstrates a pronounced enhancement of the 
anti-tumor effect of the chemotherapeutic agents, resulting 
in the complete destruction of human tumors in substantially 
all the animals in these studies.  These studies have 
demonstrated long-term tumor-free survival of animals.

	Since December 1994, the Company has initiated several 
Phase Ib/IIa clinical trials of C225 at Memorial Hospital 
(the patient care arm of Memorial Sloan-Kettering Cancer 
Center ("Sloan-Kettering")), Yale Cancer Center and the 
University of Virginia.  The first study, involving a single 
injection of C225 at escalating doses in thirteen patients, 
was completed in March 1995.  Subsequent studies have been 
initiated with escalating doses of C225 both with and without 
chemotherapy.  A multi-injection study of C225 alone in 17 
patients was completed in November 1995.  A study of the drug 
in conjunction with cisplatin in head and neck cancer 
patients began in May 1995 and was completed in November 1996 
with 22 patients.  Studies with doxorubicin in advanced 
prostate cancer patients and with paclitaxel in breast cancer 
patients were initiated in January 1996 and March 1996, 
respectively.  The Company produces C225 for its clinical 
trials at its manufacturing facility in Branchburg, New 
Jersey.

	105AD7 Cancer Vaccine.   105AD7 is a human monoclonal 
antibody which mimics an antigen known as gp72 which is 
common on cancers of the gastrointestinal tract, including 
colorectal carcinoma.  This human monoclonal antibody has 
been shown to stimulate cellular immune anti-tumor responses 
in animal models and has recently been tested in a Phase I 
human clinical study in the United Kingdom in thirteen 
patients with advanced colorectal carcinoma.  The results of 
that study indicate that in a majority of patients 105AD7 
stimulated a cellular immune response and significantly 
increased the overall mean survival time in treated patients 
compared to patients not immunized, with no discernible 
toxicity related to the drug.  Based on these results, late 
stage colorectal carcinoma patients have been enrolled in the 
United Kingdom in a 164-patient Phase II clinical trial.


	BEC-2 Cancer Vaccine.   BEC-2 is a monoclonal anti-
idiotypic antibody which the Company believes may be useful 
to prevent or delay the onset of recurrent primary tumors or 
metastatic disease.  The antibody, which mimics the 
ganglioside GD3, has been tested since 1991 in Phase I 
clinical trials at Sloan-Kettering against certain forms of 
cancer, including small-cell lung carcinoma and melanoma.  
BEC-2 has shown statistically significant prolonged survival 
of patients with small-cell lung carcinoma in a pilot study 
at Sloan-Kettering.  The Company has granted Merck KGaA 
(formerly E. Merck) ("Merck"), a German-based pharmaceutical 
company, rights to manufacture and market BEC-2 worldwide, 
except in North America, in return for research support, 
potential milestone fees and royalties on future sales.

	Interleukin-6 Mutein (IL-6m).   The Company has 
developed a 
recombinant molecular variant of Interleukin-6, a naturally 
occurring hematopoietic growth factor.  IL-6m has been shown 
in animal tests to significantly stimulate the production of 
platelets.  A pilot human clinical trial of IL-6m was 
initiated at Hadassah Hospital in Jerusalem, Israel in early 
1994 in pre-chemotherapeutic patients with ovarian or lung 
cancer.  Interleukin-6 Mutein has been shown by others in 
pre-clinical trials to be a critical factor in liver cell 
regeneration.

	Other Product Candidates.   The Company is seeking to 
develop inhibitors of angiogenesis, which is the formulation 
of new blood vessels necessary for tissue growth, including 
tumor growth.  The Company has acquired proprietary rights to 
the recombinant mouse form of a key receptor involved in 
angiogenesis, the FLK-1 receptor.  The Company has developed 
various antibodies with high affinity for the receptor and 
its human form, which block the activation of the receptor 
and thereby inhibit angiogenesis.  The Company has also 
initiated a program to develop small molecule inhibitors of 
angiogenesis.

	FLK-2 is also a tyrosine kinase receptor which is 
expressed 
on a sub-population of human hematopoietic stem cells, acute 
myeloblastic leukemia and acute lymphoblastic leukemia, and 
possibly human neural and neural-like tumors.  The goals of 
the FLK-2 monoclonal antibody program are to develop 
therapeutic antibodies that can be used to treat FLK-2 
expressing tumors.

	The Company is also conducting research in hematopoiesis 
(growth and development of blood cell elements) aimed at 
discovering factors to support hematopoietic stem cells and 
to control the proliferation, differentiation and functional 
deterioration of hematopoietic elements.

	The Company has licensed its diagnostic and infectious 
disease vaccine product areas, based on its earlier research, 
to corporate partners for further development and 
commercialization.  The Company has granted the Wyeth/Lederle 
division of American Home Products Corporation a worldwide 
license to manufacture and market its infectious disease 
vaccines, which are in development.  The Company has also 
entered into a strategic alliance with Abbott Laboratories 
("Abbott"), pursuant to which the Company has licensed 
certain of its diagnostic products to Abbott on a worldwide 
basis.  In mid-1995, Abbott launched in Europe its first DNA-
based test, using the Company's technology, for the diagnosis 
of the sexually transmitted disease chlamydia.  The Company 
is entitled to receive potential milestone payments and 
royalties in connection with future sales of such diagnostic 
products.

	Research and Development.  The Company initiated its in-
house research and development efforts in 1986.  The Company 
has assembled a scientific staff with a variety of 
complementary skills in a broad base of advanced research 
technologies, including oncology, immunology, molecular and 
cell biology and protein and synthetic chemistry.  The 
Company has also recruited a staff of technical and 
professional employees to carry out manufacturing of clinical 
trial materials at its Branchburg, New Jersey manufacturing 
facility.  Of the Company's 90 full-time personnel on 
December 31, 1996, 36 were employed in its product 
development, clinical and manufacturing programs, 29 in 
research and 25 in administration.  The Company's staff 
includes 15 persons with Ph.D's and 2 with M.D.'s.

	In addition to its research programs conducted in-house, 
the Company collaborates with certain academic institutions 
to support research in areas related to the Company's product 
development efforts.  These institutions include the National 
Cancer Institute, Sloan-Kettering, University of California, 
Princeton University, and Hadassah Medical Organization.  
Usually, research supported at outside academic institutions 
is performed in conjunction with additional in-house 
research.  The Company also has collaborations with 
institutions related to the performance of its clinical 
trials.  Such institutions include Cancer Research Campaign, 
Sloan-Kettering, Yale Cancer Center and the University of 
Virginia.

	The Company operates a clinical-grade facility in 
Branchburg, New Jersey to manufacture its therapeutic 
candidates in quality and quantities sufficient for clinical 
trials.  At this facility, the Company is producing C225, the 
EGFr antibody, to supply its clinical trials.

	The Company was incorporated in Delaware in 1984 and 
commenced its principal research and development operations 
in March 1986.  The Company's principal executive offices and 
laboratories are located at 180 Varick Street, New York, New 
York, 10014, and the telephone number is (212) 645-1405.



Common Stock being offered 
by Selling Stockholders	264,940 shares

Common Stock outstanding		  20,339,449 shares (1)
__________
(1)	Based on the number of shares outstanding at  
January 31, 1997.  This number does not include 5,350,126 
shares of Common Stock issuable upon exercise of options 
and warrants outstanding at December 31, 1996.  See "Risk 
Factors _ Dilution."



 .c.RISK FACTORS

	An investment in the shares of Common Stock being 
offered by this Prospectus involves a high degree of risk.  
In addition to the other information contained or 
incorporated by reference in this Prospectus, the following 
factors should be considered carefully in evaluating an 
investment in the shares of Common Stock offered hereby.

	Early Stage of Product Development; Technological 
Uncertainty.  The Company was founded in 1984 and opened its 
laboratory in New York in 1986.  Substantially all of the 
Company's products are in research or the early stages of 
development or clinical studies.  Substantially all the 
Company's revenues were generated from license and research 
arrangements with corporate sponsors.  The Company's revenues 
under its research and license agreements with corporate 
sponsors have fluctuated and are expected to fluctuate 
significantly from period to period.  Similarly, the 
Company's results of operations have fluctuated and are 
expected to fluctuate significantly from period to period.  
These variations have been, and are expected to be, based 
primarily on the timing of entering into supported research 
and license agreements, the status of development of the 
Company's various products, the timing and level of revenues 
from sales by its partner in diagnostics, Abbott, of products 
bearing the Company's technology, the addition or termination 
of research programs or funding support, performance by the 
Company's corporate collaborators of their funding 
obligations, the achievement of specified research or 
commercialization milestones and variations in the level of 
expenditures for the Company's proprietary products during 
any given period.  The Company's products will require 
substantial additional development and clinical testing and 
investment prior to commercialization.  To achieve profitable 
operations, the Company, alone or with others, must 
successfully develop, introduce and market its products.  No 
assurance can be given that any of the Company's product 
development efforts will be successfully completed, that 
required regulatory approvals can be obtained or that any 
products, if developed, will be successfully manufactured or 
marketed or achieve customer acceptance.

	History of Operating Losses and Accumulated Deficit.  
The Company has experienced significant operating losses in 
each year since its inception due primarily to substantial 
research and development expenditures.  As of September 30, 
1996, the Company had an accumulated deficit of approximately 
$97.2 million.  The Company expects to incur significant 
additional operating losses over each of the next several 
years.

	Cash Requirements; Need for Additional Funding.  The 
Company has expended and will continue to expend in the 
future substantial funds to continue the research and 
development of its products, conduct preclinical and clinical 
trials, establish clinical-scale and commercial-scale 
manufacturing in its own facilities or in the facilities of 
others, and market its products.  The Company's budgeted cash 
expenditures for the twelve month period ending December 31, 
1997 total approximately $20.5 million, which includes $1.7 
million of a remaining $1.9 million obligation to Pharmacia 
and Upjohn, Inc. ("Pharmacia").  See "Recent Developments."

	At September 30, 1996, the Company had a cash and cash 
equivalents and securities available for sale balance of 
approximately $15.3 million, virtually all of which 
represents the remaining balance of the proceeds of public 
offerings of 3,000,000 shares of Common Stock in November 
1995 and 2,200,000 shares of Common Stock in February 1996.  
In August 1995, the Company raised $4.0 million from a 
financing with the Oracle Group (as defined below).  In April 
1995, the Company completed the sale of the remaining one-
half of its shares of capital stock of Cadus Pharmaceutical 
Corporation ("Cadus") for $3.0 million to High River Limited 
Partnership ("High River").  See "Recent Developments."

	The Company expects that its capital resources, 
including the ongoing research support of its corporate 
partners, will be sufficient to fund its operations through 
1997.  Accordingly, in order to fund its capital needs after 
that time, the Company will require significant levels of 
additional capital and intends to raise the necessary capital 
through additional equity or debt financings, arrangements 
with corporate partners or from other sources.  The Company 
has entered into preliminary discussions with several major 
pharmaceutical companies concerning the funding of research 
and development for certain of its products in research.  No 
assurance can be given that the Company will be successful in 
pursuing any such alternatives.  In addition, the Company may 
seek to enter into a significant strategic partnership with a 
pharmaceutical company for the development of its lead 
product candidate, C225.  Such a strategic alliance could 
include an up-front equity investment and license fees plus 
milestone fees and revenue sharing.  There can be no 
assurance that the Company will be successful in achieving 
such an alliance, nor can the Company predict the amount of 
funds which might be available to it if it entered into such 
an alliance or the time at which such funds would be made 
available.

	The Company has granted a security interest in 
substantially all facility equipment located in its New York 
City facility to secure the obligations of the Company to the 
New York City Industrial Development Agency (the "NYIDA") 
relating to the 1986 Industrial Development Revenue Bond (the 
"1986 Industrial Development Bond") and the 1990 Industrial 
Development Revenue Bond, which were issued to finance a 
portion of the cost of this facility.  See "Recent 
Developments."

	Failure to Pay Certain Obligations.  In July 1993, the 
Company entered into an agreement with Erbamont, Inc., now a 
subsidiary of Pharmacia, to acquire the worldwide rights to 
IL-6m, a blood cell growth factor, which had been licensed to 
Pharmacia pursuant to a development and licensing agreement.  
In consideration of the return of rights and the transfer of 
certain material and information, the Company has paid $1.4 
million and has further obligations to Pharmacia.  Such 
obligations, including those to pay for IL-6 mutein material 
manufactured and supplied by Pharmacia, totaled $2.4 million 
at March 31, 1996.  In addition, the Company is required to 
pay Pharmacia $2.7 million in royalties on eventual sales of 
IL-6m, if any.  In March, 1996, the Company entered into a 
Repayment Agreement with Pharmacia (the "Repayment 
Agreement") pursuant to which it has agreed to pay the $2.4 
million over 24 months commencing in March 1996, with 
interest only payable during the first six months.  In 
connection with the Repayment Agreement, the Company has 
signed a Confession of Judgment, which can be filed by 
Pharmacia with an appropriate court in the case of default by 
the Company.  Pursuant to a Security Agreement entered into 
with Pharmacia, the Company has pledged its interests in 
patents related to IL-6m and to heparanase to secure its 
obligations under the Repayment Agreement.  

	Dilution.  Warrants to purchase 3,252,425 shares of the 
Company's Common Stock (which includes 2,205,625 warrants 
issued pursuant to compensatory plans for directors, 
officers, employees and consultants) at an average exercise 
price of approximately $2.36 per share (subject to 
adjustment) and stock options to purchase 2,097,701 shares of 
the Company's Common Stock (which includes 1,647,701 options 
granted to employees and consultants under the Company's 
stock option plans) at an average exercise price of 
approximately $6.06 per share (subject to adjustment) were 
outstanding as of December 31, 1996.  For the life of such 
options and warrants, the holders thereof are given an 
opportunity to benefit from a rise in the market price of the 
Common Stock with a resulting dilution of the interest of 
other stockholders.  The exercise of such options and 
warrants is likely to be undertaken at a time when the 
Company, in all probability, could obtain additional equity 
capital from the public on terms more favorable than those 
provided for pursuant to the options and warrants.  The 
exercise of a significant number of options and warrants at 
any one time or the sale of a substantial number of shares of 
Common Stock acquired upon exercise of options or warrants 
could adversely affect the market price of the Company's 
Common Stock and the Company's ability to raise additional 
equity capital.

	Limited Manufacturing Experience.  To be successful, the 
Company's products must be manufactured in commercial 
quantities in compliance with regulatory requirements and at 
acceptable costs.  Although the Company has developed 
products in the laboratory and in some cases has produced 
sufficient quantities of materials for pre-clinical animal 
trials and early stage clinical trials, production in late 
stage clinical or commercial quantities may create technical 
challenges for the Company.  The Company owns a facility 
which is used as its clinical-scale manufacturing facility.  
If it commercializes its products, the Company plans to adapt 
this facility for use as its commercial-scale manufacturing 
facility.  However, the Company has limited experience in 
clinical-scale manufacturing and no experience in commercial-
scale manufacturing, and no assurance can be given that the 
Company will be able to make the transition to late stage 
clinical or commercial production.  The timing and any 
additional costs of adapting the facility for commercial 
manufacturing will depend on several factors, including the 
progress of products through clinical trials, and are not yet 
determinable.

	Establishing Sales and Marketing Capability.  As a 
research and development company, the Company does not have 
significant experience in selling or marketing new products.  
The Company's current strategy does not necessarily include 
marketing products on its own, as it intends to do so 
initially through its corporate partners.  See "Risk Factors_
Dependence on Certain Contractual Agreements with Corporate 
Partners."  At such time as the Company seeks to market 
directly a new product, the Company will require expertise in 
sales and marketing.  There can be no assurance that the 
Company will be able to retain qualified or experienced sales 
and marketing personnel or that any efforts undertaken by 
such personnel will be successful.

	Dependence on Certain Contractual Agreements with 
Corporate Partners.  To date, the Company has derived 
substantially all, and the Company expects to continue to 
derive over the next several years a substantial portion, of 
its revenues related to research and development funding and 
license fee revenues from agreements with corporate partners.  
These agreements typically provide the corporate partner with 
certain rights to manufacture and/or market in certain 
geographic areas specified products which are developed using 
the Company's proprietary technology, subject to an 
obligation to pay royalties to the Company based on future 
product sales, if any.  Certain of these agreements provide 
for funding by corporate partners of research activities 
performed by the Company, and in some cases for payments to 
the Company of license fees either upon entering into such 
agreements or upon achievement of specified research, 
regulatory and commercialization milestones, or both.  The 
Company's revenues from these agreements are not received at 
regular intervals, have fluctuated in the past and are 
expected to continue to fluctuate in the future.  In general, 
the agreements from which the Company derives such revenues 
are subject to early termination at the election of the 
corporate partner.  In the past, some of these arrangements 
have been terminated.  There is no assurance that revenues 
from these sources will be maintained, or that the Company 
will enter into any additional agreements of a similar 
nature.

	Under most of these agreements, the corporate partner, 
at least for certain territories, controls and is responsible 
for the design and conduct of pre-clinical and clinical 
trials, seeking and obtaining of regulatory approvals, 
establishing clinical-and commercial-scale manufacturing 
capabilities and manufacturing and marketing of products in 
those territories.  The amount and timing of funding and the 
investment of other resources under such agreements is 
controlled by such other parties and also is subject to the 
risk of financial or other difficulties that may befall such 
other parties.  In addition, the corporate partners or their 
affiliates may be pursuing alternative products or 
technologies addressing the same purposes as those which are 
the subject of the collaboration with the Company.  While the 
Company believes its corporate partners have or will have an 
economic motivation to succeed in performing their 
obligations under such agreements, there can be no assurance 
that the corporate interests and motivations of these 
partners will remain consistent with those of the Company. 

	Uncertainties as to Patents and Proprietary 
Technologies.  The patent position of biopharmaceutical 
companies generally is highly uncertain and involves complex 
legal and factual questions.  The Company's success will 
depend, in part, on its ability to obtain patents on its own 
products, obtain licenses to use third parties' technologies, 
protect trade secrets, and operate without infringing the 
proprietary rights of others.  If the Company is unable to 
obtain patents that adequately protect its own products, or 
if any of the Company's proprietary technologies were to 
conflict with the rights of others, the Company's ability to 
commercialize products using such technologies could be 
materially and adversely affected.

	The Company currently is the exclusive licensee or 
assignee of 40 issued patents worldwide, 22 of which are 
issued United States patents.  The Company is the assignee or 
exclusive licensee of approximately 35 families of patent 
applications in the United States and in foreign countries 
directed to its proprietary technology.  There can be no 
assurance that patents will issue as a result of any of such 
applications.  Nor can there be any assurance that issued 
patents would be of substantial protection or commercial 
benefit to the Company or would afford the Company adequate 
protection from competing products.  For example, issued 
patents may be challenged and declared invalid.  In addition, 
under many of its license agreements with third parties, the 
Company is required to meet specified milestone or diligence 
requirements in order to retain its license to such third 
party patents and patent applications.  There can be no 
assurance that the Company will satisfy any of these 
requirements.

	The Company holds rights under certain third party 
patents that it considers necessary for the development of 
its technology.  It is anticipated that, in order to 
commercialize certain of the products that the Company is 
developing or may develop, the Company may be required to 
obtain additional licenses to patents from third parties.  
However, the extent to which such licenses may be required, 
the availability of such licenses, and the cost of such 
licenses, if they are available, are presently uncertain.

	The Company is aware that other parties have filed 
patent applications in various countries in several areas in 
which the Company is developing products.  Some of these 
patent applications have issued as patents, and some are 
still pending.  There can be no assurance that the pending 
patent applications will not issue as patents.  Issued 
patents are entitled to a rebuttable presumption of validity 
under the laws of the United States and certain other 
countries.  These issued patents may adversely affect the 
ability of the Company to develop the commercial products it 
is attempting to develop.  If licenses to such patents are 
needed, there can be no assurance that any such licenses 
would be obtainable on acceptable terms.

	The following areas may be adversely affected by the 
patents and patent applications of others:

	The Company has an exclusive license to an issued U.S. 
patent for the murine form of its EGFr antibody product, 
C225. The Company's licensor did not seek patent protection 
outside the United States on this antibody.  Outside the 
United States, the Company is relying on patent applications 
exclusively licensed from a major pharmaceutical company, 
which claim the use of EGFr antibody used in conjunction with 
chemotherapeutic agents.  The Company is currently 
prosecuting these applications.  There can be no assurance 
that the Company will be successful in these efforts.

	The EGFr antibodies being developed by the Company are 
"chimerized" monoclonal antibodies.  Patents have been issued 
to other biotechnology companies that cover the chimerization 
of antibodies, and the Company may be required to obtain 
licenses under these patents in order to commercialize its 
chimerized monoclonal antibodies.  There can be no assurance 
that the Company will be able to obtain such licenses in the 
territories where it proposes commercialization.

	The Company is aware that third-party patents have been 
issued in the United States and Europe covering anti-
idiotypic antibodies and/or their use for the treatment of 
tumors.  Such patents, if valid, could be construed to cover 
the Company's BEC-2 monoclonal antibody  and certain uses 
thereof in the United States and most of Europe.  Merck, the 
Company's licensee of BEC-2 worldwide, except in North 
America, has informed the Company that it has obtained a non-
exclusive, worldwide license to such patent in order to 
market BEC-2, and has offered a sublicense to the Company 
under its rights in the United States.  No assurance can be 
given that such license or sublicense would be available to 
the Company in other parts of the world on commercially 
acceptable terms, if at all.

	The Company's proprietary position with respect to its 
IL-6 mutein is based on patents and patent applications filed 
by the Company.  The Company is aware of patents issued to a 
third party in the United States and Europe covering cysteine 
depleted proteins.  Patent applications by this third party 
also have been filed in other countries.  The issued U.S. and 
European patents may be construed to cover use of the 
Company's IL-6 mutein in the United States and Europe and, 
assuming such patents are valid, enforceable and infringed 
could require the Company to obtain a license to the patents 
in order to commercialize the Company's product in the U.S. 
and Europe, including Great Britain, France, Germany, Sweden 
and Italy.  Similar licenses might have to be obtained in 
order to market the product in other countries if similar 
patents are issued in those jurisdictions.

	The Company is also aware that United States patents 
have been issued to third parties relating to a general 
process for purifying proteins that the Company may use in 
producing its IL-6 mutein and to the use of IL-6 to treat 
thrombocytopenia.  The Company may be required  to or  decide 
to seek a license to some or all of these patents.

	In addition, the Company is aware of third-party patents 
for native recombinant IL-6 and methods for its production.  
The Company is aware of a European patent for the DNA 
encoding for human recombinant IL-6 and methods for its 
production, which the Company believes has been exclusively 
licensed on a worldwide basis to a pharmaceutical company.  
This patent is subject to an opposition proceeding in Europe 
which is now on appeal. If this patent survives the 
opposition with the scope granted after the opposition 
period, it could be construed as covering the Company's IL-6 
mutein, its production or both.

	The Company is aware that third parties have filed 
patent applications in areas that could affect the ability of 
the Company or its licensee for diagnostics, Abbott 
Laboratories, to commercialize the Company's diagnostic 
products.  These areas include target amplification 
technology and signal amplification technology.  Third party 
patents have already issued in the field of target 
amplification such as polymerase chain reaction technology 
(also known as PCR).

	There has been significant litigation in the industry 
regarding patents and other proprietary rights.  Such 
litigation has consumed substantial resources for the parties 
involved.  If the Company became involved in similar 
litigation regarding its intellectual property rights, the 
cost of such litigation could be substantial and could have a 
material adverse effect on the Company.

	Certain proprietary trade secrets and unpatented know-
how are important to the Company in conducting its research 
and development activities.  There can be no assurance that 
others may not independently develop the same or similar 
technologies.  Although the Company has taken steps, 
including entering into confidentiality agreements with its 
employees and third parties, to protect its trade secrets and 
unpatented know-how, third parties nonetheless may gain 
access to such information.

	Reliance on and Attraction and Retention of Key 
Personnel and Consultants.  The Company's ability to 
successfully develop marketable products and to maintain a 
competitive position will depend in large part on its ability 
to attract and retain highly qualified scientific and 
management personnel and to develop and maintain 
relationships with leading research institutions and 
consultants.  The Company is highly dependent upon the 
principal members of its management, scientific staff and 
Scientific Advisory Board.  Competition for such  personnel 
and relationships is intense, and there can be no assurance 
that the Company will be able to continue to attract and 
retain such personnel.  

	Technological Change and Risk of Obsolescence; 
Competition.  The biopharmaceutical industry is subject to 
rapid and significant technological change.  The Company has 
numerous competitors, including major pharmaceutical and 
chemical companies, specialized biotechnology firms, 
universities and other research institutions.  These 
competitors may succeed in developing technologies and 
products that are more effective than any which are being 
developed by the Company or which would render the Company's 
technology and products obsolete and non-competitive.  Many 
of these competitors have substantially greater financial and 
technical resources and production and marketing capabilities 
than the Company.  In addition, many of the Company's 
competitors have significantly greater experience than the 
Company in pre-clinical testing and human clinical trials of 
new or improved pharmaceutical products and in obtaining Food 
and Drug Administration ("FDA") and other regulatory 
approvals on products for use in health care.  The Company is 
aware of various products under development or manufactured 
by competitors that are used for the prevention, diagnosis or 
treatment of certain diseases the Company has targeted for 
product development, some of which use therapeutic approaches 
that compete directly with certain of the Company's product 
candidates.  The Company has limited experience in conducting 
and managing pre-clinical testing necessary to enter clinical 
trials required to obtain government approvals and has 
limited experience in conducting clinical trials.  
Accordingly, the Company's competitors may succeed in 
obtaining FDA approval for products more rapidly than the 
Company, which could adversely affect the Company's ability 
to further develop and market its products.  If the Company 
commences significant commercial sales of its products, it 
will also be competing with respect to manufacturing 
efficiency and marketing capabilities, areas in which the 
Company has limited or no experience.  

	Extensive Government Regulation.  Research, pre-clinical 
development, clinical trials and the manufacturing and 
marketing of therapeutic and diagnostic products under 
development by the Company are subject to extensive and 
rigorous regulation by governmental authorities in the United 
States and other countries.  Clinical trials and the 
manufacturing and marketing of products will be subject to 
the testing and approval processes of the FDA and comparable 
foreign regulatory authorities.  The process of obtaining 
required FDA regulatory approvals for the types of products 
under development by the Company usually takes many years and 
is expensive.  Development of a new biologic therapeutic or 
vaccine product may take, from initiation of clinical trials 
until FDA approval, on average five to ten years or more, 
while in vitro diagnostics may take approximately two to six 
years or more depending on the requirements of the approval 
process or clinical data requirements.  If the FDA requests 
additional data, these time periods can be substantially 
increased.  Even after such additional data is submitted, 
there can be no assurance of obtaining FDA approval.  In 
addition, product approvals may be withdrawn or limited for 
noncompliance with regulatory standards or the occurrence of 
unforeseen problems following initial marketing.  The Company 
has not sought or received regulatory approval for the 
commercial sale of any of its products or for any 
manufacturing processes or facilities.  The Company and its 
licensees may encounter significant delays or excessive costs 
in their respective efforts to secure necessary approvals or 
licenses.  Future federal, state, local or foreign 
legislative or administrative acts could also prevent or 
delay regulatory approval of the Company's or its licensees' 
products.  There can be no assurance that the Company or its 
collaborative partners will be able to obtain the necessary 
approvals for clinical testing, manufacturing or marketing of 
the Company's products or that the clinical data they obtain 
in clinical studies will be sufficient to establish the 
safety and effectiveness of the products.  Failure to obtain 
or maintain requisite governmental approvals or failure to 
obtain approvals of the clinical intended uses requested, 
could delay or preclude the Company or its licensees from 
further developing particular products or from marketing 
their products or could limit the commercial use of the 
products and thereby have a material adverse effect on the 
Company's liquidity and financial condition.  

	Product Liability Exposure.  The use of the Company's 
product candidates during testing or after approval entails 
an inherent risk of adverse effects which could expose the 
Company to product liability claims.  There can be no 
assurance that the Company would have sufficient resources to 
satisfy any liability resulting from these claims.  The 
Company endeavors to obtain indemnification by its corporate 
partners against certain of such claims.  However, there can 
be no assurance that such parties will honor, or have the 
financial resources to honor, such obligations.  The Company 
currently has limited product liability insurance for 
products in pre-clinical and clinical testing.  There can be 
no assurance that such coverage will be adequate in scope to 
protect the Company in the event of a successful product 
liability claim.

	Hazardous Materials; Environmental Matters.  The 
Company's research and development activities involve the 
controlled use of hazardous materials, chemicals, viruses and 
various radioactive compounds.  The Company is subject to 
federal, state and local laws and regulations governing the 
use, manufacture, storage, handling and disposal of such 
materials and certain waste products.  Although the Company 
believes that its safety procedures for handling and 
disposing of such materials comply with the standards 
prescribed by such laws and regulations, the risk of 
accidental contamination or injury from these materials 
cannot be completely eliminated.  In the event of such an 
accident, the Company could be held liable for any damages 
that result, and any such liability could exceed the 
resources of the Company.  The Company may be required to 
incur significant costs to comply with environmental laws and 
regulations in the future.  The Company's operations, 
business or assets may be materially or adversely affected by 
current or future environmental laws or regulations.

	Uncertainty of Health Care Reimbursement and Related 
Matters.  The Company's ability to earn sufficient returns on 
its products may depend in part on the extent to which 
reimbursement for the costs of such products and related 
treatments will be available from government health 
administration authorities, private health coverage insurers 
and other organizations.  If purchasers or users of the 
Company's products are not entitled to adequate reimbursement 
for the cost of using such products, they may forego or 
reduce such use.  Significant uncertainty exists as to the 
reimbursement status of newly approved health care products, 
and there can be no assurance that adequate third-party 
coverage will be available.

	Concentration of Share Ownership and Control by Officers 
and Directors.  The Company's current officers and directors 
will beneficially own approximately 14% of the outstanding 
shares of Common Stock after completion of the sale of all of 
the shares of Common Stock offered hereby, including shares 
issuable upon the exercise of outstanding options and 
warrants as of December 31, 1996.  Accordingly, the officers 
and directors are able to influence significantly the 
election of all of the directors and most corporate action.  

	Possible Volatility of Stock Price.  The Company 
believes that factors such as the status of its products in 
development, announcements of new products, formation or 
termination of corporate alliances, other developments by the 
Company, its competitors or the FDA, determinations in 
connection with patent applications of the Company or others 
and variations in quarterly operating results could cause the 
market price for the Common Stock to fluctuate substantially.  
In addition, the stock market has experienced extreme price 
and volume fluctuations that have particularly affected the 
market price for many high technology and healthcare-related 
companies and that have often been unrelated to the operating 
performance of these companies.  These broad market 
fluctuations may adversely affect the market price of the 
Common Stock.  

	Limitations on Net Operating Loss Carryforwards.  At 
December 31, 1995, the Company had net operating loss 
carryforwards for federal income tax purposes of 
approximately $69.9 million which expire at various dates 
from 2000 through 2010.  Pursuant to the Tax Reform Act of 
1986, annual utilization of the Company's net operating loss 
carryforwards may be limited if a cumulative change in 
ownership of more than 50% occurs within a three-year period.  
Based on preliminary reviews, the Company believes that a 
change of ownership occurred in connection with its initial 
public offering in November 1991 and again in the fourth 
quarter of 1995 as a result of the offering of shares of 
Common Stock completed in November 1995.  If either event 
were ultimately determined to have resulted in a change of 
ownership, the Company's utilization of net operating losses 
relating to the period prior to such event would be subject 
to significant annual limitations.

	Dividend Policy.  The Company has never paid any cash 
dividends on its Common Stock.  The Board of Directors will 
determine future dividend policy based on the Company's 
results of operations, financial condition, capital 
requirements and other circumstances.  The Company does not 
anticipate that any cash dividends will be declared in the 
foreseeable future.


 .c.RECENT DEVELOPMENTS;

	On April 27, 1995, the Company completed the sale of the 
remaining one-half of its shares of capital stock of Cadus 
for $3.0 million to High River.  In exchange for receiving a 
now-expired right to repurchase all the outstanding shares of 
capital stock of Cadus, the Company granted to High River two 
options to purchase shares of Common Stock.  One option is 
for 150,000 shares at an exercise price per share equal to 
$2.00, subject to adjustment under certain circumstances, and 
the other option is for 300,000 shares at an exercise price 
per share equal to $0.69, subject to adjustment under certain 
circumstances.  Both options will expire on April 26, 2000.

	On August 11, 1995, the Oracle Group purchased 1,000,000 
shares of Common Stock for a purchase price of $1.5 million 
and made a loan to the Company in the aggregate amount of 
$2.5 million with a two-year maturity, but subject to 
mandatory prepayment, in whole or in part, upon the 
occurrence of certain events, including the raising of 
certain additional funds.  The Oracle Group includes Oracle 
Partners, L.P., Quasar International Partners C.V., Oracle 
Institutional Partners L.P., Sam Oracle Fund, Inc. and Warren 
B. Kanders.  The Oracle Group also received warrants 
exercisable at any time until August 10, 2000 entitling the 
holders thereof to purchase an aggregate of 500,000 shares of 
Common Stock at a price of $1.50 per share and 500,000 shares 
of Common Stock at a price of $3.00 per share.  As a result 
of the Company's offerings of shares of its Common Stock in 
November 1995 and February 1996, the Oracle Group was 
entitled to require the Company to apply 20 percent of the 
gross proceeds of the sale of the shares of Common Stock from 
the offerings to repay the loan.

	In May 1996, the Company and the Oracle Group exchanged 
the notes in the aggregate outstanding principal amount of 
$2.5 million for 333,333 shares of Common Stock and the 
Company paid the accrued and unpaid interest through April 
15, 1996, the date of the agreement in principle, on the 
notes in the amount of $143,000 in cash.  The Company 
recorded an extraordinary loss of $1,228,000 on the 
extinguishment of the debt.  The Company has registered such 
shares of Common Stock with the Commission under a 
registration statement in accordance with the provisions of 
the 1933 Act. 

	In July 1995, a director loaned the Company $180,000 in 
exchange for a long-term note due two years from issuance at 
an annual interest rate of 8%.  As part of the transaction, 
the director was granted 36,000 warrants to purchase Company 
common stock at $1.50 per share and an additional 36,000 
warrants to purchase Company common stock at $3.00 per share.  
In May 1996, the Company and the director exchanged the note 
for 24,000 shares of Common Stock and the Company paid the 
accrued and unpaid interest through April 15, 1996, the date 
of the agreement in principle, on the note in the amount of 
$10,000 in cash.  The Company recorded an extraordinary loss 
of $39,000 on the extinguishment of the debt.  The Company 
has registered such shares of Common Stock with the 
Commission under a registration statement in accordance with 
the provisions of the 1933 Act. 

	On November 30, 1995, the Company completed a public 
sale of 3,000,000 shares of Common Stock at a per share price 
to the public of $3.75.  Net proceeds to the Company from 
this sale totaled approximately $10.6 million after deducting 
expenses payable by the Company in connection with the 
offering and the commission paid by the Company.

	On February 14, 1996, the Company completed a public 
sale of 2,200,000 shares of Common Stock at a per share price 
to the public of $6.63.  Net proceeds to the Company from 
this sale totaled approximately $13,600,000 after deducting 
expenses payable by the Company in connection with the 
offering and the commission paid by the Company.

	In May 1996, the Company extended its collaboration with 
Merck for the development of a therapeutic cancer vaccine, 
BEC-2, for use in small-cell lung carcinoma and in malignant 
melanoma.  The collaboration continues a research and license 
agreement between the two companies signed in December of 
1990.  Under the terms of the modified agreement, the Company 
will receive up to $11.7 million in license fees, research 
and development support and milestone payments in addition to 
the monies previously received in the original agreement.  In 
return, Merck will receive marketing rights to BEC-2 for all 
therapeutic indications outside North America.  Formerly the 
rights of Merck were confined to Europe, Australia and New 
Zealand.  Merck will also share in the development costs for 
the United States and Europe and will pay all development 
costs in other territories.  The Company will be entitled to 
royalties based upon product sales outside of North America.

	In May 1996, the Company entered into a two-year 
renewable employment agreement with Carl S. Goldfischer, 
pursuant to which Mr. Goldfischer will serve as the Company's 
Vice President for Finance and Strategic Planning, and Chief 
Financial Officer.  The agreement includes provisions 
relating to termination of employment with and without cause, 
certain payments to Mr. Goldfischer in case of termination, 
and compensation and stock options to be awarded to Mr. 
Goldfischer during the term of the agreement.

	In June 1996, the Company and the NYIDA extended the 
maturity of the Company's $2.1 million repayment obligation 
to the NYIDA for the 1986 Industrial Revenue Bond, which was 
due on June 18, 1996, to December 15, 1997.

	In October 1996, the Company obtained an exclusive, 
worldwide patent license from the National Institutes of 
Health for the delta-like (DLK) protein and gene.  The 
agreement provides the Company with an exclusive license to 
stem cell and gene therapy applications of the DLK protein 
and gene, as well as related diagnostic uses.

	In December 1996, the Company entered into a technology 
cross-licensing agreement with Immunex Corporation 
("Immunex") relating to FLT3/FLK-2 ligand and its receptor.  
FLT3 ligand is a hematopoietic growth factor.  Under the 
terms of the agreement, the Company has exclusively licensed 
the receptor to Immunex for use in the manufacture of the 
ligand.  In return, the Company will receive an initial 
payment and a royalty based on the sales of the ligand by 
Immunex and its sub-licensees.  In addition, Immunex has 
granted the Company a non-exclusive license in the United 
States and Canada to use its patented FLT3/FLK-2 ligand, 
manufactured by Immunex, for ex-vivo stem cell expansion 
together with an exclusive license to distribute the ligand 
with its own proprietary products for ex-vivo expansion.  
Immunex has agreed to seek to obtain the consent of its 
parent company, American Home Products Corporation, to expand 
the territory of this license to include the world outside 
North America.

	In December 1996, the Company and Abbott modified their 
1992 diagnostic strategic alliance to provide for an 
exclusive sublicensing agreement with Chiron Diagnostics for 
the Company's patented DNA signal amplification technology, 
Ampliprobe.  Under the terms of the agreement, all sales of 
Chiron branched DNA diagnostic probe technology in countries 
covered by Company patents will be subject to a royalty to 
Abbott to be passed through to the Company.

	In December 1996, the Company signed an agreement with 
Finova Technology Finance, Inc. ("Finova") to finance the 
lease of laboratory and computer-related equipment and make 
certain building and leasehold improvements to existing 
facilities involving payments aggregating approximately 
$2,500,000.  The first of multiple intended leases has been 
signed at a cost of $421,000.  Each lease has a fair market 
value purchase option at the expiration of a 42-month term.  
Pursuant to the agreement, the Company issued to Finova a 
warrant expiring December 31, 1999 to purchase 23,220 shares 
of Common Stock at an initial exercise price of $9.69 per 
share.  The shares issuable upon exercise of this warrant are 
included in the shares being offered by this Prospectus.
		

 .c.USE OF PROCEEDS

	Although the Company will not receive any proceeds 
directly from the sale by any Selling Stockholder of the 
shares of Common Stock offered by this Prospectus, certain of 
the Selling Stockholders must exercise warrants to acquire 
their shares in order to sell such shares.  The net proceeds 
received by the Company upon exercise of such warrants, 
estimated to be approximately $399,740 if all such warrants 
are exercised for cash, will be used for working capital and 
other corporate purposes. 

 ..c.SELLING STOCKHOLDERS

	The following table sets forth certain information with 
respect to the shares of Common Stock offered by this 
Prospectus, as of January 28, 1997.  Except as indicated 
below or elsewhere in this Prospectus, none of the Selling 
Stockholders listed below has had a material relationship 
within the past three years with the Company or any of its 
subsidiaries, other than as a result of the ownership of the 
Common Stock or options, warrants or other rights to acquire 
shares of Common Stock.  Except as otherwise noted, based on 
the information shown each Selling Stockholder would 
beneficially own less than one percent of the Common Stock 
after disposition by such Selling Stockholder of the shares 
of Common Stock to be offered by such Selling Stockholder.  
See "Plan of Distribution."




Name                                                    
Number of Shares
of             Number of Shares      Number of Shares   of 
Common Stock
Selling        Common Stok Owned         of Common        
Owned after
Stockholder  Prior to the Offering  Stock to be Offered  the 
Offering(1)
- -----------  ---------------------  -------------------  ----
- ----------

                                                 
Altschul 
Investment 
Group, L.P.         37,000             27,000               
10,000

Arthur G. 
Altschul, Jr.       99,600              9,000               
90,600

Atticus 
Partners L.P.       40,500             34,000                
6,500

BFH II, LLC         25,000             25,000                    
0

Julie Diaz           5,000              5,000                    
0

Finova 
Technology 
Finance, Inc.       23,220(2)          23,220                    
0

Peter J. 
Gutschow            10,000(3)           1,000                
9,000

Deborah Hughes       3,000(2)           3,000                    
0

Douglas E. 
Rogers               1,000(2)           1,000                    
0

Thomas A. 
Rosse              144,025(4)           6,000              
138,025

SBSF 
Biotechnology 
Fund, L.P.           45,000            45,000                    
0

Tarragona 
Fund, Inc.           46,000            30,000               
16,000

Aliza Waksal         48,500(5)         20,000               
28,500

Elana Waksal         20,876(5)         10,000               
10,876

Harlan W. 
Waksal(6)           895,780(7)            720              
895,060(8)

Jack and 
Sabina Waksal       239,051(9)         25,000              
214,051(10)

                  ------------        --------           ----
- -------
TOTAL:            1,683,552           264,940            
1,418,612



(1)	Assuming the sale of all shares offered hereby.
(2)	Issuable upon exercise of warrants.
(3)	Includes 9,000 shares issuable upon exercise of options 
and 1,000 shares issuable upon exercise of warrants.
(4)	Includes 37,500 shares issuable upon exercise of options 
and 6,000 shares issuable upon exercise of warrants.
(5)	Includes 20,000 shares issuable upon exercise of 
warrants.
(6)	Executive Vice President and Chief Operating Officer of 
the Company since 1987 and a director of the Company 
since 1984.
(7)	Includes 40,000 shares issuable upon exercise of 
options, 
737,680 shares issuable upon exercise of warrants and 
2,600 shares owned by family members of Dr. Waksal, as to 
which he disclaims beneficial ownership.
(8)	Represents beneficial ownership of approximately 4.2% of 
the outstanding Common Stock.
(9)	Includes 215,000 shares issuable upon exercise of 
warrants.
(10)	Represents beneficial ownership of approximately 1.0% of 
the outstanding Common Stock.


 .c.PLAN OF DISTRIBUTION

 .	The distribution of the shares of Common Stock by the 
Selling Stockholders may be effected in one or more 
transactions that may take place in the over-the-counter 
market, or such other market on which the Company's 
securities may from time to time be trading, including 
ordinary broker's transactions or through sales to one or 
more dealers for resale of such shares as principals, in 
privately negotiated transactions, through the writing of 
options on such shares (whether such options are listed on an 
options exchange or otherwise) or by a combination of such 
methods of sale, at fixed prices that may be changed, at 
market prices prevailing at the time of sale, at prices 
related to such prevailing market prices or at negotiated 
prices.  If the Selling Stockholders effect such transactions 
by selling shares through underwriters, dealers or agents, 
such underwriters, dealers or agents may receive compensation 
in the form of underwriting discounts, concessions or 
commissions from the Selling Stockholders and/or the 
purchasers of the shares for whom they may act as agent.  The 
Selling Stockholders and any such underwriters, dealers or 
agents that participate in the distribution of the shares may 
be deemed to be underwriters, and any profit on the sale of 
the shares by them and any discounts, commissions or 
concessions received by them may be deemed to be underwriting 
discounts and commissions under the 1933 Act.  Selling 
Stockholders may also sell shares pursuant to Rule 144 under 
the 1933 Act.  Brokers or dealers acting in connection with 
the sale of the shares may receive fees or commissions in 
connection therewith.  The Company will not receive any of 
the proceeds from the sale by the Selling Stockholders of 
shares.

	At the time a particular offer of shares is made 
pursuant to the Offering, to the extent required, a 
supplement to this Prospectus will be distributed which will 
identify and set forth the number of Shares being offered and 
the terms of the offering, including the name or names of any 
underwriters, dealers or agents, any discounts, commissions 
and other items constituting compensation from the Selling 
Stockholders and/or the Company and any discounts, 
commissions or concessions allowed or reallowed or paid to 
dealers, including the proposed selling price to the public.  
Such supplement to this Prospectus and, if necessary, a post-
effective amendment to the Registration Statement of which 
this Prospectus is a part, will be filed with the Commission 
to reflect the disclosure of additional information with 
respect to the distribution of shares.

	Under applicable rules and regulations under the 
Exchange Act, any person engaged in a distribution of shares 
of Common Stock may not simultaneously engage in market 
making activities with respect to such shares of Common Stock 
for a period of nine business days prior to the commencement 
of such distribution, subject to certain exceptions.  In 
addition and without limiting the foregoing, the Selling 
Stockholders and any other person participating in the 
distribution of shares will be subject to applicable 
provisions of the Exchange Act and the rules and regulations 
thereunder, including, without limitation, Rules 10b-6 and 
10b-7, which provisions may limit the timing of purchases and 
sales of any shares by the Selling Stockholders or any other 
such person.  All of the foregoing may affect the 
marketability of the shares offered hereby.

	The Company has agreed with certain of the Selling 
Stockholders to file the Registration Statement of which this 
Prospectus is a part with the Commission, and has agreed with 
certain of the Selling Stockholders to keep the Registration 
Statement effective until various dates in the future or such 
earlier time as all of the shares have been sold.  The 
Company has agreed to indemnify certain of the Selling 
Stockholders against certain liabilities they may incur in 
connection with the sale of the shares, including liabilities 
under the 1933 Act.

	In order to comply with certain states' securities laws, 
if applicable, the shares may be sold in such jurisdictions 
only through registered or licensed brokers or dealers.  In 
certain states, the shares may not be sold unless the shares 
have been registered or qualified for sale in such state or 
an exemption from registration or qualification is available 
and is complied with.


 .c.LEGAL MATTERS

	Certain legal matters in connection with the sale of 
shares by the Selling Stockholders have been passed upon for 
the Company by the Law Offices of Brian W Pusch, New York, 
New York, special counsel for the Company.  Brian W. Pusch 
owns 100 shares of Common Stock.


 .c.EXPERTS

	The financial statements of ImClone Systems Incorporated 
as of December 31, 1995 and 1994, and for each of the years 
in the three-year period ended December 31, 1995, have been 
incorporated by reference herein and in the Registration 
Statement in reliance upon the report of KPMG Peat Marwick 
LLP, independent certified public accountants, incorporated 
by reference herein, and upon the authority of said firm as 
experts in accounting and auditing.



PART II

Information Not Required in Prospectus


Item 14.	Other Expenses of Issuance and 
Distribution

	The following table sets forth all expenses payable by 
the Company in connection with the sale of the Shares.  (All 
amounts shown are estimates except the registration fee with 
the SEC):

                               
     SEC Registration fee..............$732.60
     Blue Sky fees and expenses.........100.00
     Legal fees and expenses.........18,000.00
     Accounting fees and expenses.....2,500.00
     Miscellaneous....................3,767.40

          Total.....................$25,000.00

     


Item 15.	Indemnification of Directors and Officers

	The Company's Certificate of Incorporation sets forth 
the extent to which officers or directors of the Company may 
be indemnified against any liabilities which they may incur.  
The general effect of such charter provision is that any 
person made a party to an action, suit or proceeding by 
reason of the fact that he is or was a director or officer of 
the Company, or of another corporation or other enterprise 
which he served as such at the request of the Company, shall 
be indemnified by the Company against expenses (including 
attorneys' fees, judgments, fines and amounts paid in 
settlement) reasonably incurred by him in connection with 
such action, suit or proceeding, to the full extent permitted 
under the laws of the State of Delaware.  The Company's 
Certificate of Incorporation gives the Board of Directors the 
authority to extend such indemnification to employees and 
other agents of the Company as well.

	The general effect of the indemnification provisions 
contained in Section 145 of the Delaware General Corporation 
Law is as follows:  A director or officer who, by reason of 
such directorship or officership, is involved in any action, 
suit or proceeding (other than an action by or in the right 
of the corporation) may be indemnified by the corporation 
against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit  or 
proceeding if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to 
believe that his conduct was unlawful.  A director or officer 
who, by reason of such directorship or officership, is 
involved in any action or suit by or in the right of the 
corporation may be indemnified by the corporation against 
expenses (including attorneys' fees) actually and reasonably 
incurred by him in connection with the defense or settlement 
of such action or suit if he acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the 
best interests of the corporation, except that no 
indemnification may be made in respect of any claim, issue or 
matter as to which he shall have been adjudged to be liable 
to the corporation unless and only to the extent that a court 
of appropriate jurisdiction shall approve such 
indemnification.

	The Company's Certificate of Incorporation provides 
that, to the maximum extent permitted under the Delaware 
General Corporation Law, a director of the Company shall not 
be personally liable to the Company or to any of its 
stockholders for monetary damages for breach of fiduciary 
duty as a director of the Company.  Section 102(b)(7) of the 
Delaware General Corporation Law permits a corporation to 
include in its certificate of incorporation a provision that 
eliminates or limits the personal liability of a director to 
the corporation or its stockholders for monetary damages for 
breach of fiduciary duty as a director, provided that such 
provision shall not eliminate or limit the liability of a 
director (i) for any breach of the director's duty of loyalty 
to the corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (iii) under Section 
174 of the Delaware General Corporation Law or (iv) for any 
transaction from which the director derived an improper 
personal benefit.

	The Company maintains $1 million in insurance for its 
officers and directors in connection with claims against them 
in their capacity as officers or directors. 


Item 16.  Exhibits 

5     -     Opinion of Law Offices of Brian W Pusch

23.1  -     Consent of Law Offices of Brian W Pusch 
(included in Exhibit 5)

23.2  -     Consent of KPMG Peat Marwick LLP

24    -     Power of Attorney (see page II-4)


Item 17.  Undertakings

	(a)	The undersigned Registrant hereby undertakes:

		(1)  To file, during any period in which offers or 
sales are being made, a post-effective amendment to this 
Registration Statement:

(i) 	To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

(ii) 	To reflect in the prospectus 
any facts or events arising after the 
effective date of this Registration Statement 
(or the most recent post-effective amendment 
thereof) which, individually or in the 
aggregate, represent a fundamental change in 
the information set forth in this Registration 
Statement.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities 
offered (if the total dollar value of 
securities offered would not exceed that which 
was registered) and any deviation from the low 
or high and of the estimated maximum offering 
range may be reflected in the form of 
prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the 
changes in volume and price represent no more 
than 20 percent change in the maximum 
aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the 
effective registration statement;

(iii)	To include any material information with 
respect to the plan of distribution not 
previously disclosed in this Registration 
Statement or any material change to such 
information in this Registration Statement;

	provided, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) 
do not apply if the registration statement is on Form S-3, 
Form S-8, or Form F-3, and the information required to be 
included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed with or furnished to the 
Commission by the Registrant pursuant to Section 13 or 15(d) 
of the Securities Exchange Act of 1934 that are incorporated 
by reference in this Registration Statement.

		(2)	That, for the purpose of determining any 
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to 
be the initial bona fide offering thereof.

		(3)	To remove from registration by means of a 
post-effective amendment any of the securities being 
registered which remain unsold at the termination of the 
offering.

	(b)  The undersigned Registrant hereby undertakes that, 
for purposes of determining any liability under the 
Securities Act of 1933, each filing of the Registrant's 
annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant 
to Section 15(d) of the Exchange Act) that is incorporated by 
reference in the Registration Statement shall be deemed to be 
a new registration statement relating to the securities 
offered herein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering 
thereof.

	(h)  Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to 
directors, officers and controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the 
payment by the issuer of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in 
the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in 
connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed 
in the Act and will be governed by the final adjudication of 
such issue.

	(i)  The undersigned registrant hereby undertakes that:

		(1)	For purposes of determining any liability 
under the Securities Act of 1933, the information omitted 
from the form of Prospectus filed as part of this 
Registration Statement in reliance upon Rule 430A and 
contained in a form of Prospectus filed by the Registrant 
pursuant to Rule 424(b)(1) or (4) or 497(h) under the 
Securities Act shall be deemed to be part of this 
Registration Statement as of the time it was declared 
effective.

		(2)	For the purpose of determining any liability 
under the Securities Act of 1933, each post-effective 
amendment that contains a form of prospectus shall be deemed 
to be a new Registration Statement relating to the securities 
offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering 
thereof.


SIGNATURES

	Pursuant to the requirements of the Securities Act of 
1933, the Registrant certifies that it has reasonable grounds 
to believe that it meets all of the requirements for filing 
on Form S-3 and has duly caused this Registration Statement 
to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of New York, State of New York, on 
the 7th day of February, 1997.

                               IMCLONE SYSTEMS INCORPORATED



                               By /s/ SAMUEL D. WAKSAL
                                  Samuel D. Waksal 
                                  President and Chief 
Executive 
                                  Officer

	Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed below by 
the following persons in the capacities and on the dates 
indicated.  Each person whose individual signature appears 
below hereby authorizes Samuel D. Waksal, Harlan W. Waksal 
and John B. Landes, or any one of them, to execute in the 
name of each such person and to file any amendment to this 
Registration Statement and appoints Samuel D. Waksal, Harlan 
W. Waksal and John B. Landes, or any one of them, as 
attorney-in-fact to sign on his behalf individually and in 
each capacity stated below and to file any amendments to this 
Registration Statement, including any and all post-effective 
amendments.


Signature                  Title               Date



/s/ ROBERT F.GOLDHAMMER    Chairman of     February 7,1997
(Robert F. Goldhammer)     the Board and
                           Director


/s/ SAMUEL D. WAKSAL       President,      February 7, 1997
(Samuel D. Waksal)         Chief Executive
                           Officer and
                           Director
                           (Principal
                           Executive
                           Officer)


/s/ HARLAN W. WAKSAL       Executive       February 7, 1997
(Harlan W. Waksal)         Vice President,
                           Chief
                           Operating
                           Officer
                           and Director


/s/ CARL GOLDFISCHER      Vice            February 7, 1997
(Carl Goldfischer)        President of
                          Financial and
                          Strategic
                          Planning and
                          Chief
                          Financial
                          Officer
                          (Principal
                          Financial
                          Officer)


/s/ RICHARD BARTH         Director       February 7, 1997
(Richard Barth)


/s/ JEAN CARVAIS          Director       February 7, 1997
(Jean Carvais)


/s/ VINCENT T.            Director       February 7, 1997
DEVITA,JR.
(Vincent T. DeVita, Jr.)


/s/ DAVID M. KIES         Director       February 7, 1997
(David M. Kies)


/s/ PAUL B. KOPPERL       Director       February 7, 1997
(Paul B. Kopperl)


/s/ WILLIAM R. MILLER     Director       February 7, 1997
(William R. Miller)


EXHIBIT INDEX



Exhibit No.  Exhibit                        Page No.

          
5            Opinion of Law Offices of Brian W Pusch

23.1         Consent of Law Offices of Brian W Pusch 
(included in Exhibit 5)

23.2         Consent of KPMG Peat Marwick LLP

24           Power of Attorney (see page II-4)

EX-5

law offices of 
Brian W Pusch
attorneys at law

Penthouse Suite
29 west 57th street
new york, ny 10019
telephone   (212) 980-0408
facsimile   (212) 980-7055


February 7, 1997

ImClone Systems Incorporated
180 Varick Street
New York, New York  10014

IMCLONE SYSTEMS INCORPORATED
Registration of 264,940 Shares of
Common Stock, par value $.001 per share,
on Form S-3 Registration Statement
- ----------------------------------------

Ladies and Gentlemen:

     I am acting as special counsel to ImClone Systems 
Incorporated, a Delaware corporation (the "Company"), in 
connection with the filing by the Company with the U.S. 
Securities and Exchange Commission pursuant to the Securities 
Act of 1933, as amended (the "Securities Act"), of a 
Registration Statement on Form S-3 (the "Registration 
Statement") pursuant to which 264,940 shares (the "Shares") 
of the Company's Common Stock, par value $.001 per share, may 
be offered and sold from time to time by the Selling 
Stockholders (as defined in the Registration Statement).  As 
described in the Prospectus forming a part of the 
Registration Statement under "Selling Stockholders," certain 
of the Shares are outstanding on the date hereof (the 
"Outstanding Shares") and the remainder of the Shares (the 
"Warrant Shares") are to be issued upon exercise of warrants 
issued or granted by the Company prior to the date hereof 
(collectively, the "Warrants").

     This opinion is being furnished pursuant to the 
requirements applicable to Item 16 of Part II of the 
Registration Statement.

     In connection with this opinion, I have examined and 
relied on originals or copies, certified or otherwise 
identified to my satisfaction, of such corporate records, 
documents, agreements or other instruments of the Company, 
orders, rulings and certificates of public officials, 
officers and representatives of the Company and its 
subsidiaries and such other persons, have made investigations 
of law, and have discussed with officers and other 
representatives of the Company such questions of fact, as I 
have deemed proper and necessary as a basis for the opinions 
hereinafter expressed.

     In my examination, I have assumed the genuineness of all 
signatures, the legal capacity of all natural persons, the 
authenticity of all documents submitted to me as originals, 
the conformity to original documents of all documents 
submitted to me as certified or photostatic copies and the 
authenticity of the originals of such latter documents.  As 
to certain factual matters, I have relied upon statements and 
representations of officers and other representatives of the 
Company and others.

     Based upon and subject to the foregoing, I am of the 
opinion that: 

     1.     the Outstanding Shares are duly authorized, 
validly issued, fully paid and non-assessable under the 
laws of the State of Delaware; and

     2.     the Warrant Shares are duly authorized and 
(a) when the provisions of the securities and blue sky 
laws of certain jurisdictions shall have been complied 
with, and (b) when the Warrant Shares, certificates for 
which shall have been duly executed, shall have been 
delivered against payment of the consideration therefor 
in accordance with the respective Warrants, the Warrant 
Shares will be validly issued, fully paid and non-
assessable under the laws of the State of Delaware.

     I am admitted to practice in the State of New York and I 
do not purport to express an opinion herein concerning any 
laws other than the laws of the State of New York and the 
General Corporation Law of the State of Delaware.

     I hereby consent to the filing of this opinion as an 
exhibit to the Registration Statement.  In giving such 
consent, I do not thereby admit that I am in the category of 
persons whose consent is required under Section 7 of the 
Securities Act.

                              Very truly yours,



                              Brian W. Pusch
BWP:dc

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT


The Board of Directors
ImClone Systems Incorporated:

	We consent to the use of our report incorporated herein 
by reference and to the reference to our firm under the 
heading "Experts" in the prospectus.




KPMG PEAT MARWICK LLP


New York, New York
February 7, 1997