SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GILLINGS DENNIS B PH D (Last) (First) (Middle) C/O QUINTILES TRANSNATIONAL CORP. 4709 CREEKSTONE DRIVE, SUITE 200 (Street) DURHAM NC 27703 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ICAGEN INC [ ICGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/08/2005
	4. 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 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
Common Stock	08/10/2004		M		833	A	$0.75	76,735	D
Common Stock	08/10/2004		M		2,083	D	$2.25	78,818	D
Common Stock	12/20/2004		M		1,042	A	$0.75	79,860	D
Common Stock	12/20/2004		M		2,778	A	$2.25	82,638	D
Common Stock	02/08/2005		C		437,501	A	(1)	516,319	I	See footnote.(3)
Common Stock	02/08/2005		C		437,500	A	(2)	953,819	I	See footnote(3)

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 Securities Underlying Derivative Security (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: 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
Director Stock Option (right to buy)	$0.75	08/10/2004		M			833	(4)	12/11/2010	Common Stock	833	$0	1,042	D
Director Stock Option (right to buy)	$2.25	08/10/2004		M			2,083	(5)	01/01/2014	Common Stock	2,083	$0	20,140	D
Director Stock Option (right to buy)	$0.75	12/20/2004		M			1,042	(4)	12/11/2010	Common Stock	1,042	$0	0	D
Director Stock Option (right to buy)	$2.25	12/20/2004		M			2,778	(5)	01/01/2014	Common Stock	2,778	$0	17,362	D
Series G-1 Convertible Preferred Stock	(1)	02/08/2005		C			233,334	(6)	(6)	Common Stock	437,501	(1)	0	I	See footnote.(3)
Series H Convertible Preferred Stock	(2)	02/08/2005		C			437,500	(6)	(6)	Common Stock	437,500	(2)	0	I	See footnote.(3)

Explanation of Responses:

1. Upon the closing of the Issuer's public offering, the Series G-1 Convertible Preferred Stock converted on a 1.875-for-1 basis into Common Stock.

2. Upon the closing of the Issuer's public offering, the Series H Convertible Preferred Stock converted on a 1-for-1 basis into Common Stock.

3. Shares are owned by QFinance, Inc. ("QFinance"). The boards of directors of each of QFinance, Quintiles Transnational Corp. ("Quintiles") and Quintiles' parent entities, Pharma Services Holding, Inc. and Pharma Services Intermediate Holding Corp. (collectively, the "Holding Cos."), share voting and dispositive power over these securities. The reporting person is executive chairman and chief executive officer of, and a member of the board of directors of Quintiles and each of the Holding Cos., and may be deemed to be a beneficial owner of these securities. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The option vested monthly over four years commencing 12/11/2000 and was fully vested on 12/10/2004.

5. The option vests monthly over three years commencing on 01/01/2004.

6. These shares were immediately convertible. They had no expiration date.

	Cynthia Roberts, Attorney-in-Fact	02/08/2005
	** Signature of Reporting Person	Date
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