SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SMITH MICHAEL S

(Last)

(First)

(Middle)

C/O INFINITE GROUP, INC.

595 BLOSSOM ROAD SUITE 309

(Street)

ROCHESTER

14610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INFINITE GROUP INC [ IMCI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT, CEO and CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
07/27/2005

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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			3⁽¹⁾				0⁽²⁾	D
Common Stock	01/02/2004		P4	460,000	A	⁽²⁾	460,000	I	By Wife
Common Stock	01/02/2004		P4	10,000	A	⁽²⁾	10,000	I	By Son
Common Stock	01/02/2004		P4	10,000	A	⁽²⁾	10,000	I	By Daughter
Common Stock	01/02/2004		P4	10,000	A	⁽²⁾	10,000	I	By Daughter

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Options	$9.4	12/31/1995		A5	500		12/31/1995	12/31/2005	Common Stock	500	⁽²⁾	500	D
Non-Qualified Stock Options	$7.8	08/02/1996		A5	500		08/02/1996	08/02/2006	Common Stock	500	⁽²⁾	500	D
Non-qualified Stock Options	$5	12/31/1997		A5	500		12/31/1997	12/31/2007	Common Stock	500	⁽²⁾	500	D
Non-qualified Stock Options	$1.875	12/31/1998		A5	500		12/31/1998	12/31/2008	Common Stock	500	⁽²⁾	500	D
Non-qualified Stock Options	$1.375	12/31/1999		A5	10,000		12/31/1999	12/31/2009	Common Stock	10,000	⁽²⁾	10,000	D
Non-qualified Stock Options	$1.5	12/31/2000		A5	5,000		12/31/2000	12/31/2010	Common Stock	5,000	⁽²⁾	5,000	D
Non-qualified Stock Options	$2.53	12/31/2001		A5	5,000		12/31/2001	12/31/2011	Common Stock	5,000	⁽²⁾	5,000	D
Non-qualified Stock Options	$0.14	12/31/2002		4A	5,000		12/31/2002	12/31/2012	Common Stock	5,000	⁽²⁾	5,000	D
Qualified Stock Options	$0.05	05/05/2003		4A	500,000		05/05/2003	05/05/2013	Common Stock	500,000	⁽²⁾	500,000	D
Qualified Stock Options	$0.25	03/09/2005		4A	500,000		03/09/2005	03/09/2015	Common Stock	500,000	⁽²⁾	500,000	D

Explanation of Responses:

1. The reporting person became a director of the Issuer in 1995.

2. Not Applicable.

	Michael S. Smith	07/27/2005
	** 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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