8-A12G/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A
POST-EFFECTIVE
AMENDMENT NO. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

THE IMMUNE RESPONSE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	33-0255679
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

5935 Darwin Court, Carlsbad, CA 92008
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.     / /

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.     /x/

Securities Act registration statement file number to which this form relates: Securities to be registered pursuant to Section 12(g) of the Act:

Series E Participating Preferred Stock Purchase Rights
(Title of class)

Item 1. Description of Registrant's Securities to be Registered.

Item 1 is hereby amendment by adding the following paragraph:

        On February 20, 2002, The Immune Response Corporation and Computershare Trust Company, Inc. (successor agent to Harris Trust and Savings Bank, which was successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.) ("Computershare"), amended ("Amendment No. 3") the Rights Agreement dated as of February 26, 1992, as amended by Amendment No. 1 dated as of April 17, 1997 and Amendment No. 2 dated as of December 20, 2001, between The Immune Response Corporation and Computershare, as Rights Agent (the "Rights Agreement"). Capitalized terms not defined herein shall have the meanings as set forth in the Rights Agreement. Amendment No. 3 extends the Final Expiration Date from February 26, 2002 until February 26, 2012.

Item 2. Exhibit.

The following exhibit is filed as a part of this Registration Statement:

4.1

Form of Rights Agreement dated as of February 26, 1992 between The Immune Response Corporation and Harris Trust and Savings Bank (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.), which includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until the earlier of (i) a public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of securities representing 15% or more of the outstanding common stock or (ii) ten days after a person or a group of affiliated or associated persons has commenced or announced an intent to commence a tender offer or exchange offer which, upon consummation thereof, would cause such person or group to own beneficially securities representing 15% or more of the outstanding common stock (filed as Exhibit 1 to the Company's Registration Statement on Form 8-A (SEC File No. 0-18006) and incorporated herein by reference).



4.2

Amendment No. 1 to Rights Agreement dated as of April 17, 1997, between The Immune Response Corporation and Harris Trust and Savings Bank (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.) as Rights Agent. (filed as Exhibit 4.2 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (SEC File No. 0-18006) and incorporated herein by reference).



4.3

Amendment No. 2 to Rights Agreement dated as of December 20, 2001, between The Immune Response Corporation, Harris Trust and Savings Bank (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.) and Computershare Trust Company, Inc. as successor Rights Agent (filed as Exhibit 4.3 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (SEC File No. 0-18006) and incorporated herein by reference).



4.4

Amendment No. 3 to Rights Agreement dated as of February 20, 2002, between The Immune Response Corporation and Computershare Trust Company, Inc. (successor agent to Harris Trust and Savings Bank, which was successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.).

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SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

        Dated: February 21, 2002

The Immune Response Corporation
By	/s/  HOWARD SAMPSON Howard Sampson Vice President, Finance Chief Financial Officer and Treasurer

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
4.1	Form of Rights Agreement dated as of February 26, 1992 between The Immune Response Corporation and Harris Trust and Savings Bank (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.), which includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until the earlier of (i) a public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of securities representing 15% or more of the outstanding common stock or (ii) ten days after a person or a group of affiliated or associated persons has commenced or announced an intent to commence a tender offer or exchange offer which, upon consummation thereof, would cause such person or group to own beneficially securities representing 15% or more of the outstanding common stock (filed as Exhibit 1 to the Company's Registration Statement on Form 8-A (SEC File No. 0-18006) and incorporated herein by reference).
4.2	Amendment No. 1 to Rights Agreement dated as of April 17, 1997, between The Immune Response Corporation and Harris Trust and Savings Bank (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.) as Rights Agent. (filed as Exhibit 4.2 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (SEC File No. 0-18006) and incorporated herein by reference).
4.3	Amendment No. 2 to Rights Agreement dated as of December 20, 2001, between The Immune Response Corporation, Harris Trust and Savings Bank (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.) and Computershare Trust Company, Inc. as successor Rights Agent (filed as Exhibit 4.3 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (SEC File No. 0-18006) and incorporated herein by reference).
4.4	Amendment No. 3 to Rights Agreement dated as of February 20, 2002, between The Immune Response Corporation and Computershare Trust Company, Inc. (successor agent to Harris Trust and Savings Bank, which was successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.).

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FORM 8-A POST-EFFECTIVE AMENDMENT NO. 2
Series E Participating Preferred Stock Purchase Rights (Title of class)
SIGNATURE
INDEX TO EXHIBITS

EX-4.4

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT

        THIS AMENDMENT NO. 3 (this "Amendment"), dated as of February 20, 2002, among The Immune Response Corporation, a Delaware corporation (the "Company") and Computershare Trust Company, Inc. ("Computershare"), to the Rights Agreement dated as of February 26, 1992, as amended by Amendment No. 1 dated as of April 17, 1997, and Amendment No. 2 dated as of December 20, 2001, between the Company and Computershare (as successor agent to Harris Trust and Savings Bank which was successor agent Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.), as Rights Agent (the "Rights Agreement").

        A.    The Company and Computershare have heretofore entered into the Rights Agreement pursuant to which the Computershare was appointed to serve as the Rights Agent under the Rights Agreement. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may, from time to time, supplement or amend the Rights Agreement in accordance with the provisions of such Section.

        B.    The Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement such that the Final Expiration Date be extended from February 26, 2002 until February 26, 2012.

        NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:

        1.    Effective as of the date of Amendment No. 3, all References in the Rights Agreement and Exhibits attached thereto to "February 26, 2002" shall be deleted and substituted with "February 26, 2012".

        2.    This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with all laws of such State applicable to contracts to be made and performed entirely within such State.

        3.    This Amendment may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written.

Attest:	THE IMMUNE RESPONSE CORPORATION
By:	By:
Title:	Title:
Attest:	COMPUTERSHARE TRUST COMPANY, INC.
By:	By:
Title:	Title:

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT