Edgar Filing: ISOLAGEN INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â DKR Saturn Management L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2005

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

(Last)

(First)

(Middle)

623 FIFTH AVENUE,Â 29TH FLR.

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,200,000	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
3.5% Convertible Subordinated Notes Due 2024 (the "Notes")	Â ⁽⁴⁾	11/01/2024	Common Stock	2,020,202	$ ⁽⁵⁾	I	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,Â NYÂ 10022	Â	Â X	Â	Â
Cotton Michael 623 FIFTH AVENUE 29TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
Phillips Ronald 623 FIFTH AVENUE 29TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

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 5(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 1,200,000 shares of common stock and 18,500,000 Notes convertible into 2,020,202 shares of common stock, which represent, together, approximately 10.002% of the outstanding shares of common stock, of which 1,090,900 shares of common stock and 9,250,000 Notes convertible into 1,010,101 shares of common stock are owned directly by DKR Saturn Event Driven Holding Fund Ltd. and 109,100 shares of common stock and 9,250,000 Notes convertible into 1,010,101 shares of common stock are owned directly by DKR Saturn Multi-Strategy Holding Fund Ltd.
(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 "Date Exercisable" is "Immediately".
(5)	The Conversion Price is 109.2001 shares of Common Stock for each $1,000 principal amount of Notes.

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