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 * ABDELMONEM AMR   2. Issuer Name and Ticker or Trading Symbol ISCO INTERNATIONAL INC [ISO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O ISCO INTERNTIONAL, INC., 1001 CAMBRIDGE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/12/2006 (Street) ELK GROVE VILLAGE, IL 60007 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 (1) 01/12/2006   A   3,500,000 A $ 0 (2) 3,532,000 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ABDELMONEM AMR C/O ISCO INTERNTIONAL, INC. 1001 CAMBRIDGE DRIVE ELK GROVE VILLAGE, IL 60007	X		Chief Technology Officer

Signatures

Frank Cesario, Attorney-in-Fact for Amr Abdelmonem		01/17/2006
**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)	Restricted shares granted pursuant to a Restricted Stock Award Agreement under the ISCO International, Inc. 2003 Equity Incentive Plan, dated January 12, 2006, by and between the Issuer and the reporting person (the "Award Agreement"). 1,500,000 of the subject shares will vest over time in 4 installments of 375,000 shares each beginning on June 30, 2006 and continuing every 6 months thereafter until December 31, 2007. 1,000,000 shares will vest on the filing dates of the Issuer's Form 10-K's for the 2006 and 2007 fiscal years, if the performance goals set forth in the Award Agreement are achieved. All of the aforementioned vesting is conditioned upon the reporting person's continued employment by the Issuer.
(2)	The reporting person did not pay for the shares in question; they were granted to the reporting person pursuant to the Award Agreement. On the date of grant, the closing price of the shares was $.37.

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