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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 27, 2004


                           IMMTECH INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                      8733                   39-1523370
      (State or Other        (Commission File Number)      (I.R.S. Employer
      Jurisdiction of                                     Identification No.)
      Incorporation)

 150 Fairway Drive, Suite 150, Vernon Hills, Illinois            60061
       (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (847) 573-0033

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Item 8.01.  Other Events.

            Immtech International, Inc. ("Immtech") received on October 27, 2004
notice of a third advance payment of $1,280,724, aggregating to approximately
$3.023 million to date, from the Medicines For Malaria Venture, a foundation
established in Switzerland ("MMV"), pursuant to a Testing Agreement dated
November 26, 2003 among the Company, MMV and The University of North Carolina at
Chapel Hill (the "MMV Agreement").

            In addition to the approximate $1.28 million third payment, MMV has
previously advanced to Immtech $668,000 in fiscal 2004 and $1,074,752 in fiscal
2005, to fund development and commercialization efforts of Immtech's first drug
candidate, DB289, for treatment of malaria. Pursuant to the terms of the MMV
Agreement, all funding advances are contingent upon Immtech's successful
attainment of milestones established for the clinical development of the drug.

            In 2003, Immtech commenced and completed a Phase IIa human clinical
trial of DB289 in Thailand that showed efficacy against the two most common and
often deadly human strains of the malaria parasite. Immtech has planned a new
Phase II human clinical trial in Thailand which will evaluate the effectiveness
of DB289 to treat malaria in combination with artesunate (also known as
artemisinin) at the dosage levels determined in the Paris dose-escalating trial
described below.

            Immtech recently completed a Phase I dose-escalating trial of DB289
in Paris, France designed to study various dosages in order to shorten the
malaria treatment period to three days. Immtech and MMV believe that a shortened
treatment period will increase patients' compliance with a malaria treatment
regimen.



                                   SIGNATURES

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

                                      IMMTECH INTERNATIONAL, INC.


Date  November 1, 2004                By:  /s/ T. Stephen Thompson
                                          ------------------------
                                          T. Stephen Thompson
                                          Chief Executive Officer and President