IMCLONE SYSTEMS INC/DE
424B3, 2000-10-10
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JULY 31, 2000
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-37746


$240,000,000

IMCLONE SYSTEMS INCORPORATED

5½% Convertible Subordinated Notes Due 2005

This prospectus supplement relates to the resale by the holders of our 5½% Convertible Subordinated Notes Due 2005 and the shares of our common stock issuable upon the conversion of the notes.

This prospectus supplement should be read in conjunction with the prospectus dated July 31, 2000, which is to be delivered with this prospectus supplement. All capitalized terms used but not defined in the prospectus supplement shall have the meanings given to them in the prospectus.

The table below sets forth information as of the date hereof concerning beneficial ownership of the securities of the selling holders as listed below. All information concerning beneficial ownership has been furnished by the selling holders.

NAME
PRINCIPAL AMOUNT OF
NOTES BENEFICIALLY
OWNED AND OFFERED
HEREBY

COMMON STOCK
OWNED PRIOR TO THE
OFFERING(1)(2)

COMMON STOCK
OFFERED HEREBY(1)(2)

Museum of Fine Arts, Boston   16,000    145    145

ProMutual
   58,000    526    526

University of Rochester
   15,000    136    136

Parker-Hannifin Corporation
   28,000    254    254

Putnam Convertible Income-Growth Trust
  419,000 3,802 3,802

Putnam Balanced Retirement Fund
   31,000    281    281

Putnam Convertible Opportunities
and Income Trust
   42,000    381    381

Putnam Asset Allocation Funds-
Balanced Portfolio
  104,000    943    943

Putnam Asset Allocation Funds-
Conservative Portfolio
   69,000    626    626

Merrill Lynch Pierce Fenner & Smith Inc.
3,215,000 29,179 29,179

(1) Assumes a conversion price of $110.18 per share and a cash payment in lieu of any fractional interest.
(2) Assumes that any holders of notes or any future transferee from any such holder does not beneficially own any common stock other than common stock into which the notes are convertible at the conversion price of $110.18 per share.
Other than as may be stated in any additional prospectus supplement, none of the selling holders has had any material relationship with us or with our affiliates within the past three years.

The securities offered hereby involve a high degree of risk. See "Risk Factors" beginning on page 4 of the prospectus.
These securities have not been approved or disapproved by the Securities and Exchange 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 supplement is October 10, 2000.


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