8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 16, 2005

ISCO INTERNATIONAL, INC.

(Exact Name of Issuer as Specified in Charter)

DELAWARE	000-22302	36-3688459
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1001 CAMBRIDGE DRIVE, ELK GROVE VILLAGE, ILLINOIS, 60007

(Address of Principal Executive Offices)

(847) 391-9400

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 7.01. Regulation FD Disclosure.

On August 22, 2005, the Company issued a press release announcing a business update. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On August 16, 2005, the Board of Directors (the “Board) of ISCO International, Inc. (the “Company”) adopted a Share Ownership Policy (the “Policy”), which was endorsed by the Governance Committee of the Board, for directors and executive officers of the Company. A copy of the Policy is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed with this Form 8-K:

(c)	Exhibit No.	Description
	99.1	Press Release dated August 22, 2005
	99.2	Share Ownership Policy as adopted by the Company’s Board on August 16, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISCO INTERNATIONAL, INC.
Date: August 22, 2005	By:	/s/ Frank Cesario
		Frank Cesario
		Chief Financial Officer

Index of Exhibits

Exhibit No.	Description
99.1*	Press Release dated August 22, 2005
99.2*	Share Ownership Policy as adopted by the Company’s Board on August 16, 2005

* Filed herewith

EX-99.1

Exhibit 99.1

    News Release         CONTACT:         Mr. Frank Cesario,             PHONE: 847-391-9492             INTERNET: iscoir@iscointl.com

ISCO INTERNATIONAL PROVIDES BUSINESS UPDATE

Elk Grove Village, IL (August 22, 2005) – ISCO International, Inc. (AMEX: ISO), a leading global supplier of radio-frequency management and interference-control systems for the wireless telecommunications industry, provided a third quarter update today.

ISCO International’s revenue, based on orders in hand through the middle of the third quarter, is approximately $1.3 million, with year to date revenue exceeding $7 million, nearly 3 times the full year 2004 sales of $2.6 million, Chief Executive Officer John Thode announced.

“While we entered Q3 with little order backlog, we’ve made measurable progress over the last several weeks,” Thode said. “We continue to vigorously pursue every opportunity, and we are pleased to continue our positive momentum for the year.”

ISCO further said that it has received the first RF² order from a potentially significant new account, a major US CDMA operator, as well as a major customer commitment for a field trial of its newly released PCS product line.

Thode also announced that the Board of Directors has enacted a Stock Ownership Policy, effective January 1, 2006. Details will be available separately, but the plan sets minimum thresholds of stock ownership for officers and directors. He indicated that the ISCO Board had unanimously agreed to institute the policy to more explicitly demonstrate the alignment of interests between officers and directors and shareholders and in continuing to adopt best practices in corporate governance.

Safe Harbor Statement

Because the Company wants to provide investors with meaningful and useful information, this news release contains, and incorporates by reference, certain “forward-looking statements” that reflect the Company’s current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by using words such as “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends” and similar expressions. These statements reflect the Company’s current beliefs and are based on information currently available to it. Accordingly, these statements are subject to certain risks, uncertainties and contingencies, which could cause the Company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These factors include, among others, the following: the Company’s ability to protect its intellectual property; market acceptance of the Company’s technology; the spending patterns of wireless network operators in connection with the build out of 2.5G and 3G wireless systems; the Company’s ability to obtain additional financing in the future; the Company’s history of net losses and the lack of assurance that the Company’s earnings will be sufficient to cover fixed charges in the future; uncertainty about the Company’s ability to compete effectively against better capitalized competitors and to withstand downturns in its business or the economy generally; continued downward pressure on the prices charged for the Company’s products due to the competition of rival manufacturers of front-end systems for the wireless telecommunications market; the timing and receipt of customer orders; the Company’s ability to attract and retain key personnel; and the risk of legal proceedings. A more complete description of these risks, uncertainties and assumptions is included in the Company’s filings with the Securities and Exchange Commission, including those described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K/A. You should not place undue reliance on any forward-looking statements. The Company undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Web site: http://www.iscointl.com

EX-99.2

Exhibit 99.2

SHARE OWNERSHIP POLICY

BOARD OF DIRECTORS OF ISCO INTERNATIONAL

STATEMENT OF PRINCIPLES

The Board of Directors (the “Board”) of ISCO International (the “Company”) is committed to sound corporate governance, and wishes to explicitly align the interests of officers and directors with the interests of stockholders. Therefore, ISCO has adopted the following Share Ownership Policy (“SOP”) for its officers and directors, effective January 1, 2006:

Within one year of the adoption of this policy, all officers and directors must own a minimum of the lesser of 20,000 shares or $5,000 worth of ISCO common stock, and

Within three years of the adoption of this policy, all officers and directors must own a minimum of the lesser of 100,000 shares or $25,000 worth of ISCO common stock.

DEFINITIONS

The Effective Date of this policy is the later of January 1, 2006 or the date an individual becomes an officer or director.

“Share ownership” shall be defined as direct ownership of Company stock. Stock options are not considered for this purpose, regardless of vesting status.

The one year and three year periods referenced above begin from the Effective Date.

PROCEDURES

The officer or director shall be responsible for taking action necessary in order to comply with this policy, with full due care and consideration of trading restrictions (particularly for the Company’s insider trading policies). Officers and directors are thus strongly encouraged to contact the Company’s CFO prior to trading, as well as after trading, so that the proper controls may be applied and the proper reporting affected.