FORM 4

__ Check this box if no longer
     subject to Section 16. Form 4
     or Form 5 obligations may
     continue. See Instruction 1(b).

(Print or Type Responses)

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Saffron Clifford R.	2. Issuer Name and ~~Tickler~~Ticker or Trading Symbol ImClone Systems Incorporated (IMCL)					6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___ Director ___ 10% Owner _X_ Officer (give title below) ___Other (specify below) _Senior Vice President Legal & ~~Special~~ General Counsel____________
(Last) (First) (Middle) C/O Imclone Systems Incorporated 180 Varick Street, 6th Floor	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)		4. Statement for Month/Year ~~August~~January 68, ~~2002~~2003
(Street) New York, New York 10014			5. If Amendment, Date of Original (Month/Year)			7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)

2.Conversion or Exercise Price of Derivative Security

3.Transaction Date (Month/Day/Year)

3A. DeemedExecution Date,if any(Month/Day/Year)

4.Transaction Code (Instr. 8)

5.Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6.Date Exerciseable and Expiration Date (Month/Day/Year)

7.Title and Amount of Underlying Securities (Instr. 3 and 4)

8.Price of Derivative Security (Instr. 5)

9.Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10.Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

11.Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$610.9468

1/8/~~6/2002~~2003

125,~~000~~500

~~8/6/2004~~(*)

81/57/~~2012~~2013

Common Stock

125,~~000~~500

$610.9468

125,~~000~~500

______

Explanation of Responses:
Explanation of Responses: (*) These employee stock options become exercisable in four equal annual installments beginning January 8, 2004.
		/s/ Clifford Saffron **Signature of Reporting Person	9/10/2002 Date
		/s/ Clifford R. Saffron **Signature of Reporting Person	1/8/2003 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 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal ViolationsSee 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure

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