Sec Form 4 Filing - STERN HOWARD S @ ANGIODYNAMICS INC - 2005-12-28

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 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 STERN HOWARD S 2. Issuer Name and Ticker or Trading Symbol ANGIODYNAMICS INC [ ANGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 603 QUEENSBURY AVE. 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2005 (Street) QUEENSBURY, NY12804 4. If Amendment, Date Original Filed (MM/DD/YY) 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 12/27/2005 G V 3,450 D $ 0 1,649,311 D Common Stock 12/28/2005 S( 1 ) 1,624 D $ 24.981 1,647,687 D

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 Non-Qualified Stock Option (right to buy) $ 4.3478 12/30/2004 03/04/2007 Common Stock 78,409 78,409 D Non-Qualified Stock Option (right to buy) $ 4.3478 12/30/2004 05/30/2008 Common Stock 2,091 2,091 D Non-Qualified Stock Option (right to buy) $ 4.3478 12/30/2004 05/29/2009 Common Stock 2,091 2,091 D Non-Qualified Stock Option (right to buy) $ 4.3478 06/03/2005( 2 ) 06/03/2010 Common Stock 2,091 2,091 D Non-Qualified Stock Option (right to buy) $ 4.3478 06/02/2005( 3 ) 06/02/2011 Common Stock 2,091 2,091 D Non-Qualified Stock Option (right to buy) $ 4.4016 10/30/2004 11/23/2005( 4 ) Common Stock 781 781 D Non-Qualified Stock Option (right to buy) $ 4.716 10/30/2004 11/23/2005( 4 ) Common Stock 781 781 D Non-Qualified Stock Option (right to buy) $ 9.7986 05/29/2005 05/29/2006( 5 ) Common Stock 1,562 1,562 D Non-Qualified Stock Option (right to buy) $ 13.18 07/20/2005( 6 ) 07/20/2014 Common Stock 6,000 6,000 D Non-Qualified Stock Option (right to buy) $ 24.21 07/29/2006( 7 ) 07/29/2015 Common Stock 6,000 6,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STERN HOWARD S 603 QUEENSBURY AVE. QUEENSBURY, NY12804 X X Signatures By: Ronald F. Lamy For: Howard S. Stern 12/29/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction executed pursuant to an approved selling plan established under SEC rule 10b5-1. ( 2 )Options for 80% of the shares are exercisable on 12/30/04.Options for 20% of the shares are exercisable on 6/3/2005. ( 3 )Options for 60% of the shares are exercisable on 12/30/2004.Options for 20% of the shares are exercisable on 6/2/2005.Options for 20% of the shares will become exercisable on 6/2/2006. ( 4 )Remaining shares expire on 11/23/06. ( 5 )Options for 50% of the shares each expire on May 29, 2006 and May 29, 2007, respectively. ( 6 )Options for 25% of the shares are each exercisable on 7/20/05, 7/20/06, 7/20/07, 7/20/08, respectively. ( 7 )Options for 33 1/3% of the shares are each exercisable on 7/29/06, 7/29/07, and 7/29/08, respectively.

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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