8-K

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

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): July 28, 2004
                                                           -------------


                           IMMTECH INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                      8733                   39-1523370
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      (State or Other        (Commission File Number)      (I.R.S. Employer
      Jurisdiction of                                     Identification No.)
      Incorporation)


 150 Fairway Drive, Suite 150, Vernon Hills, Illinois            60061
- --------------------------------------------------------------------------------
       (Address of Principal Executive Offices)               (Zip Code)


      Registrant's telephone number, including area code:  (847) 573-0033
                                                           --------------


                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


Item 5.  Other Events.
         -------------

Full Exercise of Over-Allotment Option
- --------------------------------------

            On July 28, 2004, Immtech International, Inc. (the "Registrant")
received notice from Jefferies & Company, Inc. (the "Underwriter") that,
pursuant to the Underwriting Agreement between the Registrant and the
Underwriter dated July 26, 2004 (the "Underwriting Agreement"), the Underwriter
fully exercised its over-allotment option to purchase 117,391 additional shares
from the Company. Exercise of the over-allotment results in the sale to the
Underwriter of 899,999 shares of the Company's common stock.

            A press release announcing the Underwriter's exercise of the
over-allotment option is filed as Exhibit 99.1




Item 7      Financial Statements and Exhibits.
            ---------------------------------

        (c) The following exhibits are filed with this report:


  Exhibit Number                            Description
  --------------     -----------------------------------------------------------

      99.1                Press Release dated July 29, 2004



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                         IMMTECH INTERNATIONAL, INC.


                                         By: /s/ T. Stephen Thompson
                                             ---------------------------
                                         Name:  T. Stephen Thompson
                                         Title: Chief Executive Officer and
                                                President

Dated:  July 29, 2004

EX-99

                                                                    Exhibit 99.1

                              [Immtech letterhead]

CONTACT:    F. C. Thompson:  877-898-8038

                IMMTECH ANNOUNCES UNDERWRITER'S FULL EXERCISE
                            OF OVER-ALLOTMENT OPTION

            Vernon Hills, Il., July 29, 2004 - Immtech International, Inc.
(Amex: IMM) today announced that the underwriter of the previously announced
underwritten public offering of 782,608 shares of the Company's common stock has
exercised its option to purchase the entire over-allotment option consisting of
117,391 additional shares of common stock. As a result, a total of 899,999
shares will be sold at the closing of this offering, which is expected to occur
on July 30, 2004. All of the shares to be sold are being offered by the Company,
and gross proceeds to the Company are expected to be approximately $9.2 million.

            Jefferies & Company, Inc. is acting as the sole book-running manager
and underwriter of this offering. The offering of the shares is being made only
by means of a prospectus, a copy of which can be obtained from Jefferies &
Company, Inc., 520 Madison Avenue, 12th Floor, New York, New York 10022.

            This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.

            Immtech International, Inc. is a pharmaceutical company advancing
the development and commercialization of oral drugs to treat infectious diseases
and neoplastic (cancer) and metabolic (diabetes) disorders. We are developing
treatments for fungal infections, malaria, tuberculosis, cancer, diabetes,
Pneumocystis carinii pneumonia ("PCP") and tropical diseases, including African
sleeping sickness (trypanosomiasis) and leishmaniasis. We have a worldwide,
exclusive license to commercialize a dicationic pharmaceutical platform from
which a pipeline of products may be developed to target large, global markets.

            "Safe Harbor" Statement under the Private Securities Reform Act of
1995: Statements in this press release regarding Immtech International, Inc.'s
business which are not historical facts are "forward-looking statements" that
involve risks and uncertainties. For a discussion of such risks and
uncertainties that could cause actual results to differ from those contained in
the forward-looking statements, see "Risk Factors" in the Company's Annual
Report on Form 10-K/A for the most recently ended fiscal year.

            Source:  Immtech International, Inc.
                                     ###