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 * WACKERLE FREDERICK W   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3750 N LAKE SHORE DR 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2006 (Street) CHICAGO, IL 60613 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

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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)

$ 7.85

01/25/2006

A

22,000

(1)

01/24/2016

Common Stock, $0.01 par value

22,000

$ 7.85

111,343 (2) (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WACKERLE FREDERICK W 3750 N LAKE SHORE DR CHICAGO, IL 60613	X

Signatures

/s/ Frederick W. Wackerle		01/27/2006
**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)	The option vests in equal monthly installments over 24 months.
(2)	Include 13,575 shares of common stock issuable upon the conversion of series A preferred stock; 7,102 shares of common stock issuable upon the conversion of series E preferred stock; 7,250 shares of common stock issuable upon the exercise of warrants as follows: vested warrant to purchase 6,000 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 1,250 shares of common stock at $10.00 per share by December 13, 2008; and 83,416 shares of common stock issuable upon the exercise of options as follows: vested option to purchase 15,000 shares of common stock at $10.50 per share by December 28, 2010, vested option to purchase 22,000 shares of common stock at $4.75 per share by December 18, 2006, vested option to purchase 7,000 shares of common stock at $2.55 per share by December 24, 2007, vested opton to purchase 22,000 shares of common stock (TO CONTINUE IN FOOTNOTE #3)
(3)	(CONTINUED FROM FOOTNOTE #2) at $14.29 per share by February 1, 2014, the vested portion of 15,583 shares of an option to purchase 22,000 shares of common stock at $11.03 by November 15, 2014 and the vested portion of 1,833 shares of an option to purchase 22,000 shares of Common Stock at $7.85 per share by January 24, 2016 (options vest in equal monthly installments over 24 months from date of grant).

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