Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CHAN CECILIA
   2. Issuer Name and Ticker or Trading Symbol
IMMTECH INTERNATIONAL INC [IMM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
ONE NORTH END AVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/12/2005
(Street)

NEW YORK, NY 10282		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Warrant Exercise for Common Stock, $0.01 par value 05/12/2005   X   1,800 A $ 6.47 330,554 (1) (2) D  
Option Exercise for Common Stock, $0.01 par value 05/12/2005   X   10,000 A $ 2.55 330,544 (1) (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exercise of Warrant (Right to Buy) $ 6.47 05/12/2005   X     1,800   (5) 07/24/2008 Common Stock, $0.01 par value 1,800 $ 6.47 292,129 (3) (4) D  
Exercise of Option (Right to Buy) $ 2.55 05/12/2005   X     10,000   (5) 12/24/2012 Common Stock, $0.01 par value 10,000 $ 2.55 292,129 (3) (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHAN CECILIA
ONE NORTH END AVE
NEW YORK, NY 10282		   X     Executive Vice President  

Signatures

 /s/ Cecilia Chan   05/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes: 38,415 shares of common stock, 5,781 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock, 225,512 shares of Common Stock issuable upon the exercise of warrants as follows: vested warrant to purchase 50,123 shares of Common Stock at $6.47 per share by July 24, 2008, vested warrant to purchase 173,077 shares of Common Stock at $6.47 per share by October 12, 2008, and vested warrant to purchase 2,312 shares of Common Stock at $6.125 per share by September 25, 2007, and 85,000 shares issuable upon the exercise of options as follows: (continued in F2)
(2) (continued from F1) option to purchase 40,000 shares of Common Stock at $2.55 per share by December 24, 2012 (31,670 shares beneficially vested as of 5/12/05, options vest in equal monthly installments over 3 years from date of grant), option to purchase 25,000 shares of Common Stock at $21.66 per share by November 5, 2013 (20,833 shares beneficially vested as of 5/12/05, options vest in 24 equal monthly installments from date of grant), and option to purchase 20,000 shares of Common Stock at $9.41 per share by September 7, 2014 (8,333 shares beneficially vested as of 5/12/05, options vest in 24 equal monthly installments from date of grant).
(3) Includes: 5,781 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock, 225,512 shares of Common Stock issuable upon the exercise of warrants as follows: vested warrant to purchase 50,123 shares of Common Stock at $6.47 per share by July 24, 2008, vested warrant to purchase 173,077 shares of Common Stock at $6.47 per share by October 12, 2008, and vested warrant to purchase 2,312 shares of Common Stock at $6.125 per share by September 25, 2007, and 85,000 shares issuable upon the exercise of options as follows: (continued in F4)
(4) (continued from F3) option to purchase 40,000 shares of Common Stock at $2.55 per share by December 24, 2012 (31,670 shares beneficially vested as of 5/12/05, options vest in equal monthly installments over 3 years from date of grant), option to purchase 25,000 shares of Common Stock at $21.66 per share by November 5, 2013 (20,833 shares beneficially vested as of 5/12/05, options vest in 24 equal monthly installments from date of grant), and option to purchase 20,000 shares of Common Stock at $9.41 per share by September 7, 2014 (8,333 shares beneficially vested as of 5/12/05, options vest in 24 equal monthly installments from date of grant).
(5) Immediate

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