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* KIMBERLIN KEVIN (Last) (First) (Middle) SPENCER TRASK SECURITIES INC 535 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IMMUNE RESPONSE CORP [ IMNR ]	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) 01/07/2004
	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)
			Code	V	Amount	(A) or (D)	Price

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
8% Convertible Debenture due 2004	$5.984	01/07/2004		C		355,028		03/28/2003	01/07/2004	Series A Convertible Preferred Stock	355,028	$0	20,581,049(5)(6)(7)	I	See Notes(1)(5)(6)
8% Convertible Debenture due 2004	$5.984	01/07/2004		C		14,078		05/09/2003	01/07/2004	Series A Convertible Preferred Stock	14,078	$0	20,637,361(5)(6)(7)	I	See Notes(2)(5)(6)
8% Convertible Debenture due 2004	$5.984	01/07/2004		C		175,756		05/15/2003	01/07/2004	Series A Convertible Preferred Stock	175,756	$0	21,340,385(5)(6)(7)	I	See Notes(3)(5)(6)
8% Convertible Debenture due 2004	$5.984	01/07/2004		C		143,284		06/06/2003	01/07/2004	Series A Convertible Preferred Stock	143,284	$0	21,913,521(5)(6)(7)	I	See Notes(4)(5)(6)
Series A Convertible Preferred Stock	$1.496	01/07/2004		P		688,146		01/07/2004	(8)	Common Stock	688,146	$0	21,913,521(5)(6)(7)	I	See Notes(1)(2)(3)(4)

Explanation of Responses:

1. On January 7, 2004, Cheshire Associates LLC, a related party of the reporting person ("Cheshire"), converted (i) the $2,000,000 principal amount of the 8% Convertible Secured Promissory Note, dated March 28, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $124,493.15, into 355,028 shares of Series A Convertible Preferred Stock.

2. On January 7, 2004, Cheshire converted the $80,000 principal amount of the 8% Convertible Secured Promissory Note, dated May 9, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $4,243.29, into 14,078 shares of Series A Convertible Preferred Stock.

3. On January 7, 2004, Cheshire converted the $1,000,000 principal amount of the 8% Convertible Secured Promissory Note, dated May 15, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $38,414.47, into 173,531 shares of Series A Convertible Preferred Stock.

4. On January 7, 2004, Cheshire converted the $819,000 principal amount of the 8% Convertible Secured Promissory Note, dated June 6, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $51,726.03, into 145,509 shares of Series A Convertible Preferred Stock.

5. This number includes the number of shares of the Issuer's common stock underlying options, convertible notes, convertible preferred stock and warrants held by the reporting person or related parties of the reporting person, including 994,352 shares of common stock underlying the Class B warrants held by Spencer Trask Private Equity Fund I, Spencer Trask Private Equity Fund II and Spencer Trask Private Equity/Accredited Fund III, LLC (the "Funds"). The reporting person is approximately an 80% owner of the entity that is a 100% owner of the manager of such Funds.

6. The reporting person disclaims beneficial ownership of the 994,352 shares of the Issuer's common stock underlying the Class B warrants held by the Funds except to the extent of the reporting person's pecuniary interest therein. In filing this Form 4 and reporting the information contained herein, the undersigned is not admitting to or conceding beneficial ownership of the 994,352 shares of common stock pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder.

7. Each share of Series A Convertible Preferred Stock is initially convertible into four shares of the Issuer's common stock and, after July 7, 2004, into a larger number of shares of the Issuer's common stock based on the amount of time elapsed since July 7, 2004. For purposes of this Form 4, each share of Series A Convertible Preferred Stock is convertible into four shares of the Issuer's common stock.

8. The shares of Series A Convertible Preferred Stock are convertible at any time such shares are outstanding.

	/s/ KEVIN B. KIMBERLIN	01/12/2004
	** 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).
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