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* TL VENTURES III LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087-1990 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IMMUNICON CORP [ IMMC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2004
	4. If Amendment, Date of 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

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	10/25/2004		S		5,744	D	$8.5401	1,830,804	D(1)
Common Stock	10/25/2004		S		1,201	D	$8.5401	383,231	D(2)
Common Stock	10/25/2004		S		189	D	$8.5401	59,780	D(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

1. Name and Address of Reporting Person* TL VENTURES III LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087-1990 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES III OFFSHORES LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES III INTERFUND LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES HOLDING CO LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES HOLDING CO MANAGER LLC (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KEITH ROBERT E JR (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIS CHRISTOPHER J (Last) (First) (Middle) 800 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES III MANAGEMENT LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES III GENERAL PARTNER LP (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TL VENTURES III MANAGER LLC (Last) (First) (Middle) 700 BUILDING, 435 DEVON PARK DRIVE (Street) WAYNE PA 19087 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1. Shares are held by TL Ventures III L.P. ("TL III"). TL Ventures III Management L.P. ("TL Mgt L.P.") , the general partner of TL III, TL GP L.P., the general partner of TL Mgt L.P., TL Ventures III Manager LLC ("TL III Manager LLC"), the general partner of TL GP L.P., and Robert E. Keith, Jr., Mark J. DeNino, and Christopher J. Davis, the members of the executive board of TL III Manager LLC, may be deemed to share voting and dispositive power over the shares held by TL III. Such persons and entities disclaim beneficial ownership of shares held by TL III except to the extent of any pecuniary interest therein.

2. See Exhibit 99.1. Shares are held by TL Ventures III Offshore L.P. ("TL III Offshore"). TL Ventures III Offshore Partners L.P. ("TL Offshore Partners"), the general partner of TL III Offshore, TL Ventures III Offshore Ltd ("TL Offshore Ltd"), the general partner of TL Offshore Partners, and Robert E. Keith, Jr., Mark J. DeNino, and Christopher J. Davis, the members of the executive board of TL Offshore Ltd, may be deemed to share voting and dispositive power over the shares held by TL III Offshore. Such persons and entities disclaim beneficial ownership of shares held by TL III Offshore except to the extent of any pecuniary interest therein

3. See Exhibit 99.1. Shares are held by TL Ventures III Interfund L.P. ("TL III Interfund"). TL Ventures III General Partner L.P. ("TL GP L.P."), the general partner of TL III Interfund, TL III Manager LLC, the general partner of TL GP L.P., and Robert E. Keith, Jr., Mark J. DeNino, and Christopher J. Davis, the members of the executive board of TL III Manager LLC, may be deemed to share voting and dispositive power over the shares held by TL III Interfund. Such persons and entities disclaim beneficial ownership of shares held by TL III Interfund except to the extent of any pecuniary interest therein.

Remarks:

This Form 4 is being filed twice because there are more than 10 reporting persons.

	/s/ Pamela Strisofsky as Attorney in Fact	10/26/2004
	** 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.
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