8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): July 31, 2008

IMCLONE SYSTEMS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-19612	04-2834797
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

180 Varick Street

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 (see General Instruction A.2. below):

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

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

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

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

ITEM 8.01. Other Events.

On July 31, 2008, ImClone Systems Incorporated (the “Company”) received an offer letter from Bristol-Myers Squibb Company (“BMS”) and the Company is currently studying the situation.

The text of the related press release, which is attached as Exhibit 99.1, is incorporated by reference herein in its entirety. In addition, the letter from BMS is attached as Exhibit 99.2.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of ImClone Systems Incorporated dated July 31, 2008.
99.2	Letter from BMS dated July 31, 2008

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 (Registrant)
Dated: July 31, 2008	By:	/s/ Gregory T. Mayes
		Gregory T. Mayes
		Vice President and Interim General Counsel

EX-99.1

ImClone Systems Incorporated
	180 Varick Street New York, NY 10014 Tel: (212) 645-1405 Fax: (212) 645-2054 www.imclone.com

Contacts:
Tracy Henrikson	Rebecca Gregory
Corporate Communications	Corporate Communications
ImClone Systems Incorporated	ImClone Systems Incorporated
(908) 243-9945	(646) 638-5058
MEDIA@IMCLONE.COM

FOR IMMEDIATE RELEASE

IMCLONE SYSTEMS ISSUES STATEMENT

NEW YORK, July 31, 2008 - ImClone Systems Incorporated (NASDAQ: IMCL) today received an offer letter from Bristol-Myers Squibb Company (NYSE: BMY) and ImClone is currently studying the situation.

About ImClone Systems

ImClone Systems Incorporated is a fully integrated global biopharmaceutical company committed to advancing oncology care by developing and commercializing a portfolio of targeted biologic treatments designed to address the medical needs of patients with a variety of cancers. The Company’s research and development programs include growth factor blockers and angiogenesis inhibitors. ImClone Systems’ headquarters and research operations are located in New York City, with additional administration and manufacturing facilities in Branchburg, New Jersey. For more information about ImClone Systems, please visit the Company’s web site at http://www.imclone.com.

Certain matters discussed in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those currently expected. Many of these factors are beyond the company's ability to control or predict. Important factors that may cause actual results to differ materially and could impact the company and the statements contained in this news release can be found in the company's filings with the Securities and Exchange Commission, particularly those factors identified as “risk factors” in the Company’s most recent annual report of Form 10-K and in its quarterly reports on Form 10-Q and current reports on Form 8-K. For forward-looking statements in this news release, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

Board of Directors

ImClone Systems Incorporated

180 Varick Street

New York, NY 10014

Care of Mr. Carl C. Icahn, Chairman of the Board

July 31, 2008

Dear Carl:

This confirms that Bristol-Myers Squibb Company is offering to enter into an agreement to acquire ImClone Systems Incorporated for $60 per share in cash.  Our all-cash offer represents a premium of approximately 30% over the closing price of ImClone common stock on July 30, 2008, a premium of approximately 40% over the one-month average closing price of ImClone common stock, and a  premium in excess of 40% over the three-month and one-year average closing prices of ImClone common stock.  A full combination of BMS and ImClone is a natural fit for both our companies, and we are convinced our proposed price represents a full and fair offer for ImClone.

For nearly seven years, BMS and ImClone have worked in concert to bring ERBITUX® to patients and build a strong product.  We value our commercial agreement with ImClone and believe our respective commercial teams have forged an excellent working relationship.  We also value our interactions with your scientists and clinicians.  We have high regard for the potential of ImClone's pipeline assets, while recognizing the early stage of their development and the significant investment which is required to further their development.

Our Board of Directors has approved this offer.  We and our advisors are prepared to meet with you and your advisors to answer any questions you may have about our offer.  We are confident that, with ImClone’s cooperation, we can reach a definitive agreement very quickly.  We do not foresee any regulatory or other impediment to closing.  Our offer is not conditioned on financing or due diligence.

As you know, as a result of our current ownership of ImClone stock, we are subject to U.S. securities laws which require us to disclose any material change in our intentions with respect to ImClone as reflected in our Schedule 13D on file with the U.S. Securities and Exchange Commission.  Accordingly, we are filing with the SEC an amendment to our Schedule 13D disclosing our offer and including this letter as an exhibit.

In my view, and in the view of our Board of Directors, this transaction makes compelling business sense for both of our companies and is in the best interests of our respective shareholders and the cancer patients for whom our companies’ life saving medicines are so important.  The price we are offering represents an extremely attractive opportunity for the shareholders of ImClone to realize today the future value of the company.  Our desire is to conclude a transaction which is enthusiastically supported by you and all other members of the ImClone Board.  We look forward to your prompt response to our offer.

Sincerely,

/s/ James M. Cornelius

James M. Cornelius

Chairman and Chief Executive Officer