SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schloss David

(Last)

(First)

(Middle)

IMCLONE SYSTEMS INCORPORATED

33 IMCLONE DRIVE

(Street)

BRANCHBURG

08876

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Human Resources

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	08/20/2017	Common Stock	9,000	$31.15	D
Stock Option (Right to Buy)	08/20/2009	08/20/2017	Common Stock	9,000	$31.15	D
Stock Option (Right to Buy)	08/20/2010	08/20/2017	Common Stock	9,000	$31.15	D
Stock Option (Right to Buy)	08/20/2011	08/20/2017	Common Stock	9,000	$31.15	D
Restricted Stock Unit	02/15/2009	⁽²⁾	Common Stock	334	$0	D
Restricted Stock Unit	02/15/2010	⁽²⁾	Common Stock	333	$0	D
Restricted Stock Unit	02/15/2011	⁽²⁾	Common Stock	333	$0	D

Explanation of Responses:

1. These stock options vested on August 20, 2008.

2. Unless earlier forfeited under the terms of the restricted stock unit award, the award will vest and convert into common stock on the vesting date.

Remarks:

No securities are beneficially owned

	/S/ GREGORY T. MAYES	09/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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