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

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1. Name and Address of Reporting Person* DKR Saturn Management L.P. (Last) (First) (Middle) 623 FIFTH AVENUE 29TH FLR. (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2005	3. Issuer Name and Ticker or Trading Symbol ISOLAGEN INC [ ILE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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	1,200,000	I	See Footnote(1)(2)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
3.5% Convertible Subordinated Notes Due 2024 (the "Notes")	(4)	11/01/2024	Common Stock	2,020,202	(5)	I	See Footnote(1)(2)(3)

1. Name and Address of Reporting Person* DKR Saturn Management L.P. (Last) (First) (Middle) 623 FIFTH AVENUE 29TH FLR. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cotton Michael (Last) (First) (Middle) 623 FIFTH AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Phillips Ronald (Last) (First) (Middle) 623 FIFTH AVENUE 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. DKR Saturn Management L.P. (the "Investment Manager") is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, and serves as investment manager to each of DKR Saturn Event Driven Holding Fund Ltd. and DKR Saturn Multi-Strategy Holding Fund Ltd. The Investment Manager exercises investment discretion and control over the securities held by each of DKR Saturn Event Driven Holding Fund Ltd. and DKR Saturn Multi-Strategy Holding Fund Ltd. Ronald Phillips ("Mr. Phillips") and Michael Cotton ("Mr. Cotton") are responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of the funds.

2. None of the Investment Manager, Mr. Phillips and Mr. Cotton directly owns any shares of common stock or Notes of Isolagen Inc. Each of the Investment Manager, Mr. Phillips and Mr. Cotton may be deemed to beneficially own 1,200,000 shares of common stock and 18,500,000 Notes convertible into 2,020,202 shares of common stock, which represent, together, approximately 10.002% of the outstanding shares of common stock, of which 1,090,900 shares of common stock and 9,250,000 Notes convertible into 1,010,101 shares of common stock are owned directly by DKR Saturn Event Driven Holding Fund Ltd. and 109,100 shares of common stock and 9,250,000 Notes convertible into 1,010,101 shares of common stock are owned directly by DKR Saturn Multi-Strategy Holding Fund Ltd.

3. Each of the Investment Manager, Mr. Phillips and Mr. Cotton disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that either the Investment Manager, Mr. Phillips or Mr. Cotton is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The "Date Exercisable" is "Immediately".

5. The Conversion Price is 109.2001 shares of Common Stock for each $1,000 principal amount of Notes.

	/s/ Barbara Burger, Authorized Signatory, DKR Saturn Management L.P.	03/25/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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