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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                   FORM 10-Q/A

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

[ ]      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
       incorporation or organization)                      identification no.)

       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 [ ] No [X]

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 13, 2002
             -----                         -----------------------------------

 Common Stock, par value $.001                      73,631,262 Shares

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                               EXPLANATORY NOTE

        We are filing this Amendment No. 2 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2002 for the purpose of amending
the Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
previously filed under Amendment No. 1 to our Quarterly Report on Form 10-Q for
the quarterly period ended September 30,2002.  Other than the changes to the
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
previously filed under Amendment No. 1, no other information in this Amendment
No. 2 has been updated to reflect any subsequent information or events since
the original filing of this Form 10-Q on November 14, 2002 or the filing of
Amendment No. 1 to this Form 10-Q on June 23, 2003.



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                                   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 thereunto duly authorized.

                           IMCLONE SYSTEMS INCORPORATED
                           (Registrant)

Date: July 8, 2003        By               /s/ DANIEL S. LYNCH
                             ---------------------------------------------------
                                              Daniel S. Lynch
                             Senior Vice President, Chief Administrative
                                Officer and Acting Chief Executive Officer





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SECTION 302 CERTIFICATIONS -

                                  CERTIFICATION

I, Michael J. Howerton, Vice President, Finance and Business Development,
Secretary and Acting Chief Financial Officer of ImClone Systems Incorporated
(the "Company"), certify that:

    1. I have reviewed these Amendments Nos. 1 and 2 to our Quarterly Report on
       Form 10-Q for the Quarter Ended September 30, 2002 of the Company;

    2. Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;

    4. The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

         a)  designed such disclosure controls and procedures to ensure that
             material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which this
             quarterly report is being prepared; and

         b)  presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation Date.

         c)  presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation date;

    5. The registrant's other certifying officer and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the Audit
       Committee of registrant's board of Directors (or persons performing the
       equivalent function):

         a)  all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
             and have identified for the registrant's auditors any material
             weaknesses in internal controls; and

         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls.

    6. The registrant's other certifying officer and I have indicated in this
       qurterly report whether or not there were any significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent ot the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date: July 8, 2003

                                            /s/ MICHAEL J. HOWERTON
                                            ---------------------------
                                            Michael J. Howerton
                                            Acting Chief Financial Officer

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                                  CERTIFICATION

I, Daniel S. Lynch, Senior Vice President, Chief Administrative Officer and
Acting Chief Executive Officer of ImClone Systems Incorporated (the "Company"),
certify that:

    1. I have reviewed these Amendments Nos. 1 and 2 to our Quarterly Report on
       Form 10-Q for the Quarter Ended September 30, 2002 of the Company;

    2. Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;

    4. The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

         a)  designed such disclosure controls and procedures to ensure that
             material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which this
             quarterly report is being prepared; and

         b)  presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation Date.

         c)  presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation date;

    5. The registrant's other certifying officer and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
       Audit Committee of registrant's board of Directors (or persons performing
       the equivalent function):

         a)  all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
             and have identified for the registrant's auditors any material
             weaknesses in internal controls; and

         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls.

    6. The registrant's other certifying officer and I have indicated in this
       quarterly report whether or not there were any significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent ot the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date: July 8, 2003

                                            /s/ DANIEL S. LYNCH
                                            -------------------------
                                            Daniel S. Lynch
                                            Acting Chief Executive Officer

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