SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LAMOTTE ANDRE

(Last)

(First)

(Middle)

C/O ICAGEN, INC.

4222 EMPEROR BLVD., SUITE 350

(Street)

DURHAM

27703

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2005

3. Issuer Name and Ticker or Trading Symbol
ICAGEN INC [ ICGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,175	I	By Medical Science Partners, L.P.⁽¹⁾
Common Stock	19,592	I	By Medical Science Partners II, L.P.⁽¹⁾
Common Stock	19,233	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,305	⁽³⁾	D
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,365	⁽³⁾	D
Series F Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	118	⁽³⁾	D
Series H Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	262	⁽³⁾	D
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	206,523	⁽³⁾	I	By European Medical Ventures.⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	57,691	⁽³⁾	I	By European Medical Ventures.⁽¹⁾
Series F Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	18,791	⁽³⁾	I	By European Medical Ventures.⁽¹⁾
Series H Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	41,597	⁽³⁾	I	By European Medical Ventures.⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	69,084	⁽³⁾	I	By Medical Science II Co-Investment, L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	325,000	⁽³⁾	I	By Medical Science Partners, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	157,186	⁽³⁾	I	By Medical Science Partners, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	291,803	⁽³⁾	I	By Medical Science Partners II, L.P⁽¹⁾
Stock Option (right to buy)	⁽⁴⁾	01/01/2013	Common Stock	10,000	$2.25	D
Stock Option (right to buy)	⁽⁵⁾	01/01/2014	Common Stock	25,000	$2.25	D

Explanation of Responses:

1. The reporting person is managing partner of the listed entities. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. The Series A, Series B, Series C, Series D, Series F and Series H Convertible Preferred Stock is immediately exercisable and does not have an expiration date. Upon the closing of the Issuer's public offering, these shares will automatically convert into common stock of the Issuer.

3. These shares are convertible on a 1-for-1 basis into common stock of the Issuer.

4. Option fully vested one year after the date of grant (12/31/03).

5. Option vests monthly over the three years commencing 01/01/2004.

Remarks:

Exhibit 24

	Holly A. Coldiron, Attorney-in-fact	02/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.