Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SORKIN ERIC L
  2. Issuer Name and Ticker or Trading Symbol
IMMTECH PHARMACEUTICALS, INC. [IMM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
ONE NORTH END DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2006
(Street)

NEW YORK, NY 10282
4. If Amendment, Date 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
(City)
(State)
(Zip)
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, $0.01 par value 07/31/2006   O   5,000 A $ 6 427,111 (1) (2) D  

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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 Underlying Securities
(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 of Derivative Security: 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
Common Stock Warrant Exercise $ 6 07/31/2006   O     5,000 02/14/2002   (3) Common Stock, $0.01 par value 5,000 $ 6 373,130 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SORKIN ERIC L
ONE NORTH END DRIVE
NEW YORK, NY 10282
  X     President and CEO  

Signatures

 /s/ Eric L. Sorkin   07/31/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes (i) 53,981 shares of Common Stock, (ii) 20,362 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock, (iii) 53,267 shares of Common Stock issuable upon the conversion of Series E Convertible Preferred Stock, (iv) 221,500 shares of Common Stock issuable upon the exercise of warrants as follows: (a) vested warrant to purchase 36,923 shares of common stock at $6.47 per share by July 24, 2008, (b) vested warrant to purchase 173,077 shares of Common Stock at $6.47 per share by October 12, 2008, (c) vested warrant to purchase 4,000 shares of Common Stock at $6.00 per share by February 14, 2007 and (d) vested warrant to purchase 7,500 shares of Common Stock at $10.00 per share by December 13, 2008, and (vi) 78,001 shares of Common Stock issuable upon the exercise of options as follows: (TO BE CONTINUED IN FOOTNOTE #2)
(2) (CONTINUED FROM FOOTNOTE #1) (a) vested option to purchase 27,000 shares of Common Stock at $4.75 per share by December 18, 2006, (b) vested option to purchase 22,000 shares of Common Stock at $14.29 per share by February 1, 2014, (c) vested option to purchase 972 shares of Common Stock at $2.55 per share by December 24, 2007 (d) vested portion of 21,084 shares of an option to purchase 22,000 shares of Common Stock at $11.03 per share by November 15, 2014 (option vests in 24 equal monthly installments from date of grant) and (e) vested portion of 6,945 shares of an option to purchase 20,834 shares of Common Stock at $7.85 per share by January 24, 2016 (option vests in 24 equal monthly installments from date of grant.
(3) Not applicable.

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