Edgar Filing: ISOLAGEN INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DKR Saturn Management L.P.

2. Issuer Name and Ticker or Trading Symbol
ISOLAGEN INC [ILE]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

623 FIFTH AVENUE, 29TH FLR.

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2005

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/04/2005		P		109,100	A	$ 7.5999	1,309,100	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/04/2005		P		10,890	A	$ 7.5999	1,319,990	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/05/2005		P		5,000	A	$ 7.4718	1,324,990	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/05/2005		P		510	A	$ 7.4718	1,325,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/06/2005		P⁽⁴⁾		15,000	A	$ 7.2623	1,325,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/06/2005		P⁽⁵⁾		15,000	A	$ 7.2623	1,325,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/07/2005		P		50,000	A	$ 7.3134	1,375,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/07/2005		P		5,000	A	$ 7.3134	1,380,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/10/2005		P		10,000	A	$ 7.3771	1,390,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/10/2005		P		35,000	A	$ 7.4965	1,425,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/10/2005		P		1,000	A	$ 7.3771	1,426,500	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/10/2005		P		3,500	A	$ 7.4965	1,430,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/11/2005		P		100,000	A	$ 7.5047	1,530,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/11/2005		P		10,000	A	$ 7.5047	1,540,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/12/2005		P		50,000	A	$ 7.3495	1,590,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/12/2005		P		5,000	A	$ 7.3495	1,595,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/13/2005		P		50,000	A	$ 7.3479	1,645,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/13/2005		P		5,000	A	$ 7.3479	1,650,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/18/2005		P		20,000	A	$ 7.35	1,670,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/18/2005		P		2,000	A	$ 7.35	1,672,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/19/2005		P		17,000	A	$ 7.2893	1,689,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/19/2005		P		1,700	A	$ 7.2893	1,690,700	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/25/2005		P		63,000	A	$ 7.1999	1,753,700	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/25/2005		S⁽⁶⁾		95,550	D	$ 7.04	1,753,700	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/25/2005		S⁽⁷⁾		95,550	D	$ 7.04	1,753,700	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/25/2005		P⁽⁸⁾		31,600	A	$ 6.986	1,753,700	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/25/2005		P⁽⁹⁾		73,500	A	$ 7.0552	1,753,700	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/25/2005		P		6,300	A	$ 7.1999	1,760,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/26/2005		P		40,000	A	$ 7.0633	1,800,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	01/26/2005		P		4,000	A	$ 7.0633	1,804,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

3.5% Convertible Subordinated Notes Due 2024 (the "Notes")

⁽¹⁰⁾

01/25/2005

1,250,000

⁽¹¹⁾

11/01/2024

Common Stock

136,500

$ 107.091

19,750,000

See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾

3.5% Convertible Subordinated Notes Due 2024

⁽¹⁰⁾

01/25/2005

1,250,000

⁽¹¹⁾

11/01/2024

Common Stock

136,500

$ 107.091

21,000,000

See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DKR Saturn Management L.P. 623 FIFTH AVENUE 29TH FLR. NEW YORK, NY 10022		X
Cotton Michael 623 FIFTH AVENUE 29TH FLOOR NEW YORK, NY 10022		X
Phillips Ronald 623 FIFTH AVENUE 29TH FLOOR NEW YORK, NY 10022		X

Signatures

/s/ Barbara Burger, Authorized Signatory, DKR Saturn Management L.P.		03/25/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 shares of common stock and Notes convertible into shares of common stock, owned directly by DKR Saturn Event Driven Holding Fund Ltd. and DKR Saturn Multi-Strategy Holding Fund Ltd., which represent, together, over 10% of the outstanding shares of common stock.
(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 Common Stock purchased in this transaction was delivered to cover a short position entered into on November 5, 2004.
(5)	The Common Stock purchased in this transaction was delivered to cover a short position entered into on November 5, 2004.
(6)	This transaction is a short sale against the box, which was covered on March 2, 2005 by delivering the same number of Common Stock held by the reporting person.
(7)	This transaction is a short sale against the box, which was covered on March 2, 2005 by delivering the same number of Common Stock held by the reporting person.
(8)	The Common Stock purchased in this transaction was delivered to cover a short position entered into on November 22, 2004.
(9)	The Common Stock purchased in this transaction was delivered to cover short positions entered into on November 22, 2004 and November 26, 2004.
(10)	The Conversion Price is 109.2001 shares of Common Stock for each $1,000 principal amount of Notes
(11)	The "Date Exercisable" is "Immediately".
Remarks: This is Part 1 of a three-part filing.

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