FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * THOMPSON T STEPHEN 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) CEO and President (Last) (First) (Middle) 150 FAIRWAY DRIVE, SUITE 150 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 03/31/2005 (Street) VERNON HILLS, IL 60061 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock, $0.01 par value 12/22/2004   G(1) 600 D $ 0 492,694 (5) (6) D   Common Stock, $0.01 par value 12/22/2004   G(2) 450 D $ 0 492,694 (5) (6) D   Common Stock, $0.01 par value 12/22/2004   G(3) 450 D $ 0 492,694 (5) (6) D   Common Stock, $0.01 par value 12/22/2004   G(4) 289 D $ 0 492,694 (5) (6) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

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

Signatures

/s/ T. Stephen Thompson		05/16/2005
**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)	Gift to Bucknell University
(2)	Gift to First Presbyterian Church
(3)	Gift to The Hotchkiss School
(4)	Gift to High Mountain Institute
(5)	Includes (i) 283,539 shares of Common Stock, of which 3,000 shares are beneficially owned by reporting person's wife, (ii) 45,249 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock, (iii) 12,500 shares of Common Stock upon the conversion of Series B Convertible Preferred Stock, (iv) 25,000 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) and vested warrant to purchase 5,000 shares of Common Stock at $6.125 per share by September 25, 2007, and (continued on footnote 6)
(6)	(v) 126,406 shares of Common Stock issuable upon the exercise of options as follows: vested option to purchase 8,872 shares of Common Stock at $0.46 per share by March 21, 2006, vested option to purchase 14,195 shares of Common Stock at $1.74 per share by April 16, 2008, the vested portion of 60,422 shares of an option to purchase 75,000 shares of Common Stock at $2.55 per share by December 24, 2012 (option vests in 36 equal monthly installments from date of grant), the vested portion of 31,667 shares of an option to purchase 40,000 shares of Common Stock at $21.66 per share by November 5, 2013 (option vests in 24 equal monthly installments from date of grant) and the vested portion of 11,250 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).

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