S-8

As filed with the Securities and Exchange Commission on December 20, 2005

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

The Immune Response Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	33-0225679
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

The Immune Response Corporation
5931 Darwin Court
Carlsbad, California 92008

(Address of Principal Executive Offices)

Inducement Stock Option Grant Outside of a Plan

(Full Title of the Plan)

Michael K. Green
Chief Operating Officer & Chief Financial Officer
The Immune Response Corporation
5931 Darwin Court
Carlsbad, California 92008

(Name and Address of Agent For Service)

(760) 431-7080

(Telephone Number, Including Area Code, of Agent For Service)

With Copies To:
Hayden J. Trubitt, Esq.
Heller Ehrman LLP
4350 La Jolla Village Drive, Suite 700
San Diego, California 92122

This registration statement shall become effective immediately upon filing with the Securities and
Exchange Commission, and sales of the registered securities will thereafter be effected upon
issuances made under the Inducement Stock Option Grant Outside of a Plan.

CALCULATION OF REGISTRATION FEE

			Proposed		Proposed
			Maximum		Maximum
	Amount		Offering		Aggregate		Amount of
Title of Securities	to be		Price		Offering		Registration
to be Registered	Registered(1)		per Share(2)		Price (2)		Fee
Common Stock		6,000,000	$	0.32	$	1,920,000	$	205.44

(1)	This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Inducement Stock Option Grant Outside of a Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding shares of Common Stock.
(2)	Calculated solely for purpose of this offering under Rule 457(h) of the Securities Act of 1933, as amended.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
Index to Exhibits
EXHIBIT 5.1
EXHIBIT 23.2
EXHIBIT 23.3

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Immune Response Corporation (the “Company) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2004;
(b)	The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;
(c)	The Company’s Current Reports on Form 8-K filed on February 10, 2005, May 5, 2005, June 23, 2005, July 12, 2005, July 20, 2005, August 9, 2005, August 19, 2005, August 31, 2005, September 9, 2005, September 16, 2005, September 23, 2005, September 26, October 3, 2005, October 19, 2005, October 31, 2005, November 2, 2005, November 4, 2005, November 10, 2005 and November 23, 2005;
(d)	The Company’s Registration Statement on Form 8-A filed with the Commission on March 30, 1990 and declared effective pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), in which there is described the terms, rights and provisions applicable to the Company’s Common Stock;
(e)	The Company’s Registration Statement on Form 8-A filed with the Commission in 1992 and declared effective pursuant to Section 12 of the 1934 Act, in which there is described terms, rights and provisions applicable to the Company’s Series E Participating Preferred Stock Purchase Rights.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

A copy of any of the above documents will be furnished without charge, upon written or oral request to the Corporate Secretary, The Immune Response Corporation, 5931 Darwin Court, Carlsbad, California 92008, or upon telephoning the Company at (760) 431-7080.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law, the “Delaware GCL”, permits our board of directors to indemnify any person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of ours, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Delaware GCL provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Article VII of our Restated Certificate of Incorporation, as amended, and Article V of our Bylaws, provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by law. In addition, we have entered or intend soon to enter into separate indemnification agreements with our directors and officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Item
No.	Description of Item
5.1	Opinion and consent of Heller Ehrman LLP
23.1	Consent of Heller Ehrman LLP (See Exhibit 5.1).
23.2	Consent of Independent Registered Public Accounting Firm
23.3	Consent of Independent Registered Public Accounting Firm
99.1	Inducement Stock Option Grant Notice and Option Agreement dated October 31, 2005 (incorporated by reference to Exhibit 10.187 filed with the Company’s September 30, 2005 Form 10-Q).

Item 9. Undertakings

(1) The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “1933 Act”);
(ii)	To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a) (i) and (a) (ii) shall not apply if the information required to be in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement.

(b)	That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the offering.

(2)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion if the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a

director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carlsbad, State of California, on this 20th day of December, 2005.

THE IMMUNE RESPONSE CORPORATION
By:	/s/ Michael K. Green
	Michael K. Green
	Chief Operating Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph F. O’Neill Joseph F. O’Neill	Chief Executive Officer, President and Director (Principal Executive Officer)	December 20, 2005
/s/ Michael K. Green Michael K. Green	Chief Operating Officer & Chief Financial Officer (Principal Financial Officer)	December 20, 2005
/s/ Robert E. Knowling, Jr. Robert E. Knowling, Jr.	Chairman of the Board of Directors	December 20, 2005
/s/ James B. Glavin James B. Glavin	Director	December 20, 2005
/s/ Martyn Greenacre Martyn Greenacre	Director	December 20, 2005
/s/ David P. Hochman David P. Hochman	Director	December 20, 2005

Signature	Title	Date
/s/ Kevin B. Kimberlin Kevin B. Kimberlin	Director	December 20, 2005
/s/ Kevin L. Reilly Kevin L. Reilly	Director	December 20, 2005
/s/ Alan S. Rosenthal Alan S. Rosenthal	Director	December 20, 2005

Index to Exhibits

Exhibit
Number	Exhibit
5.1	Opinion and consent of Heller Ehrman LLP
23.1	Consent of Heller Ehrman LLP (Contained in Exhibit 5.1 of this Registration Statement on Form S-8).
23.2	Consent of Independent Registered Public Accounting Firm
23.3	Consent of Independent Registered Public Accounting Firm
99.1	Inducement Stock Option Grant Notice and Option Agreement dated October 31, 2005 (incorporated by reference to Exhibit 10.187 filed with the Company’s September 30, 2005 Form 10-Q).

EX-5.1

EXHIBIT 5.1

OPINION AND CONSENT OF HELLER EHRMAN LLP

December 20, 2005

The Immune Response Corporation
5931 Darwin Court
Carlsbad, California 92008

Re: The Immune Response Corporation Registration Statement on Form S-8 for 6,000,000 shares of Common Stock

Ladies and Gentlemen:

     We have acted as counsel to The Immune Response Corporation, a Delaware corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 6,000,000 shares of Common Stock (the “Shares”) for issuance under an Inducement Stock Option granted on October 31, 2005 to Joseph F. O’Neill outside of a Plan (the “Arrangement”).

     This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

     In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.

     We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Arrangement. Based on such review, we are of the opinion that if, as and when the Shares have been issued and sold (and the consideration therefore received) pursuant to stock issuances in accordance with the Arrangement and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons, whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated there under, or Item 509 of Regulation S-K.

     This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Arrangement or the Shares.

Very truly yours,

/s/ Heller Ehrman LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2005 relating to certain financial statements, which appear in The Immune Response Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

/s/ LEVITZ, ZACKS & CICERIC

San Diego, California

December 13, 2005

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2004, relating to the consolidated financial statements of The Immune Response Corporation as of December 31, 2003 and for each of the two years in the period ended December 31, 2003, which appear in The Immune Response Corporation’s Form 10-K for the year ended December 31, 2004. Our report contains an explanatory paragraph regarding our substantial doubt as to the Company’s ability to continue as a going concern.

/s/ BDO SEIDMAN, LLP

Costa Mesa, California

December 19, 2005