Exhibit 14.1  CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS  This Code of Ethics for Principal Executive and Senior Financial
Officers (the Code) contains general guidelines for conducting the business
of ImClone Systems Incorporated (the Company) consistent with the highest
standards of business ethics, and is intended to qualify as a code of ethics
within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the
rules promulgated thereunder.  This Code applies to our Chief Executive Officer, Chief Financial
Officer and those other principal financial officers set forth on Exhibit A
hereto, as such Exhibit A may be amended and supplemented from time to time as
appropriate (referred to collectively herein as the Principal Officers).  This Code is designed to deter wrongdoing and to promote:  Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;  Full,
fair, accurate, timely, and understandable disclosure in reports and documents
that the Company files with, or submits to, the Securities and Exchange
Commission (the SEC), and in any other public communications made by the Company;  Compliance
with applicable governmental rules and regulations;  Prompt
internal reporting of violations of the Code to an appropriate person or
persons identified in the Code; and  Accountability
for adherence to the Code.  The Board of Directors of the Company also has adopted a Code of
Business Conduct and Ethics (the Company Code) applicable to all employees,
officers, directors, consultants and Scientific Advisory Board members of the
Company.  The Principal Officers also are
bound by the provisions set forth in the Company Code relating to ethical
conduct, conflicts of interest and compliance with law.  In order to achieve the purposes set forth above, and in addition to
the Company Code, the Principal Officers are subject to the following
additional specific policies:  1.The
Principal Officers are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be filed by the
Company with the SEC.  Accordingly, it


is the responsibility of the each of the Principal Officers to bring to
the attention of the Companys Disclosure Committee any material information of
which he or she may become aware that affects the disclosures made by the
Company in its public filings or otherwise assist the Disclosure Committee in
fulfilling its responsibilities as specified in the Companys Disclosure
Committee charter.  2.The
Principal Officers shall promptly bring to the attention of the Disclosure
Committee and the Audit Committee any information her or she may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Companys ability to record, process,
summarize and report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Companys financial reporting, disclosures or internal controls.  3.The
Principal Officers shall promptly bring to the attention of the Companys
General Counsel and the Companys Nominating and Corporate Governance Committee
any information he or she may have concerning any violation of this Code or the
Company Code, including any actual or apparent conflicts of interest between
personal and professional relationships, involving any management or other
employees who have a significant role in the Companys financial reporting,
disclosures or internal controls.  4.The
Principal Officers shall promptly bring to the attention of the General Counsel
and the Nominating and Corporate Governance Committee any information he or she
may have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of violation of this Code or
the Company Code.  5.The
Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of this
Code or the Company Code by the Principal Officers.  Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to this Code and
the Company Code, and shall include written notices to the individual involved
that the Board has determined that there has been a violation, censure by the
Board, demotion or re-assignment of the individual involved, suspension with or
without pay or benefits (as determined by the Board) and termination of the
individuals employment.  In determining
what action is appropriate in a particular case, the Board of Directors or such  2


designee shall take into account all relevant information, including
the nature and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to have been
intentional or inadvertent, whether the individual in question had been advised
prior to the violation as to the proper course of action and whether or not the
individual in question had committed other violations in the past.  This Code is not intended to amend or replace the Company Code or any
other Company code of conduct.  The
Principal Officers will be required to comply with the terms of this Code, the
Company Code and any other Company code of conduct.   January 21, 2004  3


EXHIBIT A  PRINCIPAL OFFICERS  Daniel Lynch Michael Howerton Peter Borzilleri Ana Stancic


CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS  ACKNOWLEDGEMENT  I acknowledge that I have read the Companys Code of Ethics for Principal Executive and Senior Financial Officers,
that I understand its contents and that I agree to abide by its terms.  I accept that this acknowledgement forms part
of the terms of my employment by the Company and that I will also be bound by
any further policies and procedures issued from time to time for the purposes
of ensuring compliance with applicable statutory or regulatory provisions and
the maintenance of the Companys reputation and integrity.  I also understand that any violation of the
Code of Ethics for Principal Executive
and Senior Financial Officers and related policies and procedures may
subject me to discipline, including dismissal, as well as other penalties.   Signature:Name:Title:Date: