UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 4, 2005

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

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

                          180 Varick Street, 6th Floor
                            New York, New York 10014
               (Address of Principal Executive Offices) (Zip Code)

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


                                       N/A

             (Former Name or Former Address, if Changed Since Last Report)

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:


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

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

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

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

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Item 1.01.              Entry into a Material Definitive Agreement

      On March 4, 2005, the Compensation and Stock Option Committee (the
"Committee") of the Board of Directors approved the performance criteria that
will be used to determine executive officer cash bonus awards under the
Company's Annual Incentive Plan for the fiscal year ending December 31, 2005
("Fiscal Year 2005"). The Fiscal Year 2005 performance criteria, subject to the
maximum specified in the next sentence, are revenues, earnings, achievement of
specific product-related targets based on position and a discretionary factor.
The maximum permitted bonuses under the Annual Incentive Plan for Fiscal Year
2005 pursuant to the requirements of Internal Revenue Code Section 162(m) are
determined based on operating income. Maximum bonuses for the Chief Executive
Officer and the next four most highly paid executives shall be allocated from a
pool equal to two percent of the Company's 2005 operating income, with the
maximum bonuses equal to 40 percent, 25 percent, 15 percent, 10 percent and 10
percent of that bonus pool, respectively. Actual bonuses will be determined by
the Committee based on satisfaction of the performance criteria. A copy of the
Annual Incentive Plan was filed as an appendix to the Company's Proxy Statement
for its 2003 Annual Meeting of Shareholders, filed August 21, 2003, and is
incorporated by reference herein.



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                                      SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                      IMCLONE SYSTEMS INCORPORATED

                                      By:/s/ Michael J. Howerton
                                         ---------------------------------
                                         Name: Michael J. Howerton
                                         Title:   Chief Financial Officer


Date:  March 4, 2005


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