UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-Q/A1

      [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended September 30, 1997

      [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from ____________ to ___________

Commission file number  0-19612


                          IMCLONE SYSTEMS INCORPORATED
             (Exact name of registrant as specified in its charter)

             DELAWARE                                       04-2834797
 (State or other jurisdiction of              (IRS Employer Identification No.)
  incorporation or organization)   

       180 VARICK STREET, NEW YORK, NY                         10014
  (Address of principal executive offices)                   (Zip Code)

                                 (212) 645-1405
               Registrant's telephone number, including area code

                                 Not Applicable
Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              Yes __X__     No __

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                  Class                     Outstanding as of November 12, 1997
      Common Stock, par value $.001                  24,201,830 Shares

<PAGE>

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

          (a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

                   Exhibit No.     Description
                   -----------     -----------

                    10.76*         Collaborative Research and License Agreement
                                   between the Company and CombiChem, Inc. dated
                                   October 10 1997.

                    27.1           Financial Data Schedule

          (b)  Reports on Form 8-K:

               None.

* Certain  confidential  portions of this  Exhibit  are  omitted by  redacting a
portion  of the  text  (the  "Mark").  It has  been  filed  separately  with the
Secretary  of  the  Commission  without  the  Mark  pursuant  to an  Application
Requesting Confidential Treatment.


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<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              IMCLONE SYSTEMS INCORPORATED
                                              (Registrant)


Date: February 11, 1998                    By /s/ Carl S. Goldfischer
                                              ----------------------------------
                                              Carl S. Goldfischer
                                              Vice President , Finance and Chief
                                              Financial Officer


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