SEC FORM 4

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^*

MIGAUSKY GEORGE V

(Last)

(First)

(Middle)

16020 INDUSTRIAL DR

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IGEN INTERNATIONAL INC /DE [ IGEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2004	02/06/2004	M		11,428	A	$8.75	0	D
Common Stock	02/06/2004	02/06/2004	M		20,000	A	$5	0	D
Common Stock	02/06/2004	02/06/2004	M		5,333	A	$18.75	0	D
Common Stock	02/06/2004	02/06/2004	M		4,850	A	$20.62	0	D
Common Stock	02/06/2004	02/06/2004	M		791	A	$37.91	114,967⁽¹⁾	D⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy⁽²⁾	$8.75	02/06/2004	02/06/2004	M			11,428	04/25/1994	04/24/2004	Common Stock	11,428	$8.75	0	D
Option to Buy⁽³⁾	$5	02/06/2004	02/06/2004	M			20,000	05/03/1996	05/03/2006	Common Stock	20,000	$5	0	D
Option to Buy⁽³⁾	$20.62	02/06/2004	02/06/2004	M			4,850	03/02/1998	03/02/2008	Common Stock	4,850	$20.62	0	D
Option to Buy⁽³⁾⁽⁴⁾	$18.75	02/06/2004	02/06/2004	M			5,333	08/01/2000	08/01/2010	Common Stock	5,333	$18.75	0	D
Option to Buy⁽³⁾	$37.91	02/06/2004	02/06/2004	M			791	06/04/2002	06/04/2010	Common Stock	791	$37.91	0	D

Explanation of Responses:

1. This amount includes 12,310 shares held by reporting person as Custodian under Uniform Gift to Minors Act for Kara Migausky. Also includes 12,310 shares held by a adult child who shares the reporting person's household. Reporting person disclaims beneficial ownership of all securities held by adult child, and this report should not be deemed an admission that reporting person is beneficial owner of these shares for purposes of Section 16 or for any other purpose.

2. Incentive Stock Option granted under the Issuer's 1985 Stock Option Plan. Option vests 20% one year from the date of the grant and then an additional 5% per quarter thereafter.

3. Incentive Stock Option Plan granted under the Issuer's 1994 Stock Option Plan. Option vest 20% one year from the date of the grant and then an additional 5% per quarter thereafter.

4. Option also has an early exercise feature that allows for an immediate exercise subject to a limited repurchase right in favor of the Issuer.

	/s/ George V. Migausky	02/10/2004
	** 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 4 (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.