Sec Form 3/A Filing - FLAMM SCOTT @ Advaxis, Inc. - 2004-12-31

FORM 3/A 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 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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1. Name and Address of Reporting Person FLAMM SCOTT 2. Issuer Name and Ticker or Trading Symbol Advaxis, Inc. [ ADXS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ADVAXIS, INC, 212 CARNEGIE CENTER SUITE 206 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2004 (Street) PRINCETON, NJ08540 4. If Amendment, Date Original Filed (MM/DD/YY) 11/16/2004 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 125,772 D Common Stock 2,585,094 I By Flamm Family Partners LP of which the Reporting Person is the controlling person

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Warrant $ 0.4 11/12/2004( 1 ) 11/12/2009 Common Stock 125,772 D Warrant $ 0.1952 11/12/2004 12/31/2009 Common Stock 31,184 D Warrant $ 0.1952 11/12/2004 12/31/2009 Common Stock 8,910 I By Flamm Family Partners, LP Warrant $ 0.1952 11/12/2004 12/31/2009 Common Stock 36,231 I By Flamm Family Partners, LP Options $ 0.3549 05/29/2003( 2 ) 05/29/2013 Common Stock 91,567 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLAMM SCOTT C/O ADVAXIS, INC 212 CARNEGIE CENTER SUITE 206 PRINCETON, NJ08540 X Signatures /s/ Scott Flamm 12/12/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not excercisable if Reporting Person's beneficial ownership would exceed 4.999% of the issued and outstanding Common Stock. ( 2 )The options are fully vested.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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