Sec Form 4 Filing - DELAPE FRANK M @ ISOLAGEN INC - 2005-11-04

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 DELAPE FRANK M 2. Issuer Name and Ticker or Trading Symbol ISOLAGEN INC [ ILE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See General Remarks (Last) (First) (Middle) 700 GEMINI, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2005 (Street) HOUSTON, TX77058 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 673,730 I Shares are held in the name of Benchmark Equity Group, Inc., which is 100% owned by Frank M. DeLape.

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 Options $ 6 06/18/2003 11/04/2007 Common Stock 650,000 ( 1 ) 650,000 D Non-Qualified Stock Options $ 4.5 02/25/2004 11/04/2010 Common Stock 400,000 ( 1 ) 400,000 D Non-Qualified Stock Options $ 9.81 11/04/2005 J( 1 ) 03/05/2005 11/04/2008 Common Stock 150,000 ( 1 ) $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELAPE FRANK M 700 GEMINI SUITE 100 HOUSTON, TX77058 See General Remarks Signatures /s/ Frank M. DeLape 11/08/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Separation and Release Agreement which was effective November 4, 2005 (the "Agreement") between Isolagen, Inc. (the "Issuer"), Isolagen Technologies, Inc. and Mr. DeLape, the Issuer and Mr. DeLape confirmed the vested and exercisable status of the Non-Qualified Stock Options reported in this Form 4. Further, under the Agreement, the parties confirmed that no other options were vested, including that 150,000 options granted in connection with the executive Employment Agreement dated September 5, 2003, as well as 400,000 options granted in connection with the Amended and Restated Employment Agreement dated July 8, 2005, were not vested and that the underlying options were deemed terminated.

Remarks: As part of the Agreement, Mr. DeLape resigned as Chairman of the Board and as a member of the Board of Directors and has terminatedhis employment with the Issuer.

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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