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 * THOMPSON T STEPHEN   2. Issuer Name and Ticker or Trading Symbol IMMTECH PHARMACEUTICALS, INC. [IMM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former President and Director (Last) (First) (Middle) 150 FAIRWAY DRIVE, SUITE 150 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2006 (Street) VERNON HILLS, NY 60061 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 Common Stock 05/01/2006   A   5,000 A $ 7.35 298,308 (1) 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

Stock Option (Right to Buy)

$ 7.35

05/01/2006

X

56,000 (1)

(1)

05/01/2012

Common Stock, $0.01 par value

56,000

$ 7.35

242,785 (2) (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
THOMPSON T STEPHEN 150 FAIRWAY DRIVE, SUITE 150 VERNON HILLS, NY 60061				Former President and Director

Signatures

/s/ T. Stephen Thompson		05/03/2006
**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 (i) 293,308 shares of Common Stock, of which 3,000 shares are beneficially owned by reporting person's wife and (ii) 5,000 shares of restricted common stock that vests subject to milestones.
(2)	Includes (i) 45,249 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock, (ii) 12,500 shares of Common Stock upon the conversion of Series B Convertible Preferred Stock, (iii) 2,841 shares of Common Stock upon the conversion of Series E Convertible Preferred Stock, (iv) 25,500 shares of Common Stock issuable upon the exercise of warrants as follows: vested warrant to purchase 20,000 shares of common stock at $6.00 per share by February 14, 2007 (only after the series A preferred stock has been converted), vested warrant to purchase 5,000 shares of Common Stock at $6.125 per share by September 25, 2007, and vested warrant to purchase 500 shares of Common Stock at $10.00 per share by December 13, 2008, and (continued in F3)
(3)	(continued from F2) (v) 156,695 shares of Common Stock issuable upon the exercise of options as follows: vested option to purchase 14,195 shares of Common Stock at $1.74 per share by April 16, 2008, vested option to purchase 75,000 shares of Common Stock at $2.55 per share by December 24, 2012, vested option to purchase 40,000 shares of Common Stock at $21.66 per share by November 5, 2013, the vested portion of 27,500 shares of an option to purchase 30,000 shares of Common Stock at $9.41 per share by September 7, 2014 (option vests in 24 equal monthly installments from date of grant), and the vested portion of 0 shares of an option to purchase 56,000 shares of Common Stock at $7.35 per share by May 1, 2012 (options subject to milestones from date of grant).

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