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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549




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Form 10-K/A

(Mark One)

|  |                                                     
|- | ----------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934


For the fiscal year ended December 31,
2002

or



|  |                                                         
|- | --------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934


For the transition period
from                to

Commission File Number 0-22302

ISCO INTERNATIONAL, INC.

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                                        
|--------------------------------------------------------------- |  | -------------------------------------------------------
|Delaware
    (State or other jurisdiction
    of incorporation) |  | 36-3688459
    (I.R.S. Employer
    Identification No.)

451 Kingston Court

Mt. Prospect, Illinois 60056


(847) 391-9400


(Address and telephone number of principal
executive offices)


Securities registered pursuant to
Section 12(b) of the Act:

|                                                                                            |  |                                      |  | 
|------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Title of Class                                                                              |  | Name of Exchange on Which Registered |  | 
|                                                                                           
|                                                                                           
|Common Stock, Par Value $0.001 Per Share and
    associated Preferred Stock Purchase Rights |  | American Stock Exchange              |  | 
|                                                                                           
|                                                                                           

Securities registered pursuant to
Section 12(g) of the Act: None

Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes x     No o

Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.     o

Indicate
by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the
Act).     Yes o     No x

On
June 28, 2002, 147,944,927 shares of the
registrants Common Stock, par value $0.001 per share
(the Common Stock) were outstanding. The aggregate
market value on June 28, 2002 of the registrants
Common Stock held by non-affiliates of the registrant was
$18.5 million, based on the closing price per share of the
registrants common stock as quoted on the American Stock
Exchange. This amount excludes more than 109 million shares
of common stock held by affiliates. Exclusion of
shares held by any person should not be construed to indicate
that such person possesses the power, direct or indirect, to
direct or cause the direction of the management or policies of
the registrant, or that such person is controlled by or under
common control with, the registrant.



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AMENDED FILING OF FORM 10-K

TO INCLUDE CERTAIN ADDITIONAL
INFORMATION


This amendment is being filed for the sole
purpose of including certain additional information required by
Part III of this Form 10-K.

PART III

|               |  |                                                                    |    |  |   | 
|-------------- |  | ------------------------------------------------------------------ | -- |  | - | 
|Item 10.       |  | Directors and Executive Officers of the Registrant                 |    |  | 2 | 
|Item 11.       |  | Executive Compensation                                             |    |  | 5 | 
|Item 12.       |  | Security Ownership of Certain Beneficial Owners
    and Management |    |  | 7 | 
|Item 13.       |  | Certain Relationships and Related Transactions                     |    |  | 9 | 
|Item 14.       |  | Disclosure Controls                                                |    |  | 9 | 
|Signatures     |  |                                                                    | 10 | 
|Certifications |  |                                                                    | 11 | 

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|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Information concerning the Companys
directors is as follows:

|                         |  |     |    |  |                           |                                    |       |  |      |         |  |  |      | 
|------------------------ |  | --- | -- |  | ------------------------- | ---------------------------------- | ----- |  | ---- | ------- |  |  | ---- | 
|                         |  |     |    |  |                           | Served as                          |       |  |     
|                         |  |     |    |  |                           | Director                           |       |  | Term |        
|Name                     |  | Age |    |  | Position with the Company |                                    | Since |  |      | Expires | 
|                         |  |     |    |  |                           |                                    |       |  |      |         | 
|Amr Abdelmonem           |  |     | 36 |  |                           | Director, Chief Executive Officer  |       |  | 2003 |         |  |  | 2004 | 
|Stuart Chase Van Wagenen |  |     | 47 |  |                           | Chairman of the Board of Directors |       |  | 2001 |         |  |  | 2005 | 
|Mark D. Brodsky          |  |     | 49 |  |                           | Director                           |       |  | 1999 |         |  |  | 2005 | 
|George M. Calhoun        |  |     | 50 |  |                           | Director                           |       |  | 1999 |         |  |  | 2003 | 
|Dan Gropper              |  |     | 32 |  |                           | Director                           |       |  | 2002 |         |  |  | 2003 | 
|Howard S. Hoffmann       |  |     | 49 |  |                           | Director                           |       |  | 1998 |         |  |  | 2004 | 
|Tom L. Powers            |  |     | 66 |  |                           | Director                           |       |  | 1996 |         |  |  | 2004 | 

Dr. Abdelmonem joined the Company in January
1995 as a Filter Engineer, and was promoted to Director of
Engineering in August 1998, to Vice President of Development
Engineering in March 1999, to Chief Technology Officer in
December 1999 and to Chief Executive Officer in June 2002.
Dr. Abdelmonem joined the Board of directors in July 2002.
Before joining the Company, Dr. Abdelmonem was an engineer
with Exxon Corporation in Egypt. Subsequently, he was affiliated
with the University of Maryland in a number of research and
teaching positions where much of his research focused on
semi-conductor laser and advanced filter design.
Dr. Abdelmonem earned his B.S. and M.S. degrees in
Electrical Engineering from Ain-Shams University in Cairo,
Egypt, and his Ph.D. from the University of Maryland. Much of
his research focused on semi-conductor laser design,
superconducting technology and advanced filter design.
Dr. Abdelmonem is a Senior Member of the IEEE and has
published numerous documents for industry conferences and trade
journals. He holds five patents and has ten patent applications
pending. Dr. Abdelmonem holds an executive M.B.A. from the
University of Chicago.

Mr. Van Wagenen was elected to the Board in
August 2001 and became Chairman of the Board in September 2002.
Mr. Van Wagenen is president and founder of Stuart Chase
Properties, Inc., Cleveland, Ohio, a wealth management and trust
advisory services firm. Mr. Van Wagenen has extensive
investment and operating experiences, including the formation of
Spectral Solutions, Inc. and its subsequent sale to the Company
in June, 1999. His firms client portfolios include diverse
investments in real estate, technology, oil and gas, fast food
restaurants, managed funds, publicly-traded securities, and
other industries. He is a trustee of the Western Reserve
Historical Society. Mr. Van Wagenen received his J.D. from
Case Western Reserve University in 1981 and his B.A. from The
Ohio State University. Mr. Van Wagenen is a member of the
Audit Committee.

Mr. Brodsky has served as a director of the
Company since November 1999, and was previously a director
between June 1998 and March 1999. Since 1996, he has been a
Portfolio Manager at Elliott Management Corporation
(Elliott Management). In that capacity,
Mr. Brodsky provides services for the benefit of Elliott
Associates, L.P. (Elliott Associates) and Elliott
International, L.P. (f/k/a Westgate International,
L.P.)(Elliott International). Elliott Associates and
Elliott International are institutional investment firms having
combined capital of $3.0 billion, and are two of the three
principal investors in the Company. Prior to joining Elliott
Management, Mr. Brodsky served for two years as a Vice
President and Partner at Dickstein Partners, L.P., another
investment institution. Prior to Dickstein, he practiced law for
16 years, primarily at Kramer, Levin, Naftalis &
Frankel in New York City, where he was a partner for several
years. Mr. Brodsky holds a J.D. degree, cum laude, from
Harvard Law School and an M.A. and B.A. in Political Science,
summa cum laude, from the University of Pennsylvania.

Dr. Calhoun has served as a director since
November 1999 and served as the Chief Executive Officer of the
Company from November 1999 to June 2002 and as Chairman of the
Board from November 2000 to September 2002. He has more than
20 years of experience in high-tech wireless systems
development, beginning in 1980 as the co-founder of InterDigital
Communications Corporation (Nasdaq: IDCC), where he participated
in the development of the first commercial application of
digital TDMA radio technology, and

2



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introduced the first wireless local loop system
to the North American telecommunications industry. While at
InterDigital, Dr. Calhoun held a number of executive
positions, including Senior Vice-President of the North American
business unit, Senior VP of technology & strategy, and
President of IMM Technology, an intellectual property and
licensing subsidiary. In 1992, Dr. Calhoun joined Geotek
Communications to help lead its technology development program
for a spread spectrum frequency hopping radio system for fleet
applications. Dr. Calhoun was a Director and Vice-Chairman
of Geotek (which filed for reorganization under Chapter 11
of the Federal Bankruptcy Code in 1998), and served as the
Chairman of the companys engineering joint venture in
Israel, PowerSpectrum Technologies, Ltd. until 1998. In 1998,
Dr. Calhoun founded Davinci Solutions, LLC, a consulting
firm focused on wireless and Internet technology companies.
Dr. Calhoun is also Chairman of ExpertCall LLC, an Internet
start-up focused on B2B customer care applications. He is the
author of two technical books on digital wireless technology,
and of the forthcoming Third Generation Wireless Systems:
Volume I, Post-Shannon Architectures. Dr. Calhoun
holds a Ph.D. in Systems Science from the Wharton School at the
University of Pennsylvania, as well as a B.A. from the same
university. Dr. Calhoun is a member of the board of
directors of Airnet Communications Corp. (Nasdaq: ANCC).


Mr. Gropper has served as a director of the
Company since April 2002. Since 1995, he has been employed by
Elliott Management Corporation (Elliott Management)
first as an Analyst, and since 1998 as a Portfolio Manager. In
his capacity as a Portfolio Manager, Mr. Gropper provides
services for the benefit of Elliott Associates, L.P.
(Elliott Associates) and Elliott International, L.P.
(Elliott International). Elliott Associates and
Elliott International are institutional investment firms having
combined capital of $3.0 billion, and are two of the three
principal investors in the Company. Prior to joining Elliott
Management, Mr. Gropper was an Associate in the Investment
Banking Department of Interstate/ Johnson Lane. Prior to
Interstate, he was an Analyst in the Financial Institutions
Group of the Investment Banking Division of Goldman,
Sachs & Co. Mr. Gropper holds a B.S. in Commerce
with Distinction from the University of Virginia.

Mr. Hoffmann has served as a director of the
Company since July 1998. Mr. Hoffmann is currently a
principal of Nightingale & Associates, LLC, a
management consulting firm. Mr. Hoffmann has been a member
of the board of directors of Vision Twenty-One, Inc. (OTCBB:
EYES) since September 2000 and was appointed Chairman of the
Board in February 2001. Mr. Hoffmann has over 20 years
of financial, operational and general management experience in a
wide range of industries including computer hardware and
software, consumer products, financial services, distribution
and transportation. He joined Nightingale & Associates
in 1990 after serving as interim Chief Financial Officer of two
privately held businesses. Mr. Hoffmann began his career
with Irving Trust Company as a commercial lending officer and
later served as Vice President, Corporate Lending at Bank of
America in the high technology group. More recently, he served
as Chief Financial Officer of Applications Systems, Inc., an
information technology firm operating in seven European
countries, and as interim Chief Financial Officer and Chief
Operating Officer of a $100 million consumer products
company with international operations. Mr. Hoffmann holds a
B.A. degree in Mathematics and Economics from the University of
California  Santa Barbara and an M.B.A. in
Finance from the University of Pennsylvania, Wharton Graduate
School of Business. Mr. Hoffmann is the Chairman of the
Audit Committee and a member of the Compensation Committee.

Mr. Powers has served as a director of the
Company since October 1996. From 1993 to 1999, he was an
Associate Director of the Advanced Manufacturing Center at New
Mexico State University in Las Cruces, New Mexico. He is on the
board of directors of Material Recovery of North America, a
start up company in New Mexico, and is a consultant to a number
of companies in the telecommunications industry. From 1989 to
1991, Mr. Powers was President of the cellular systems
business unit of AT&T Network Systems Group, now known as
Lucent Technologies, Inc. Under his leadership, the business
unit became the market leader in wireless infrastructure
equipment in the United States, opened markets internationally
and introduced the industrys first digital cellular
system. In 1983, he became Vice President of a joint venture
between AT&T and Philips Telecommunications B.V. located in
the Netherlands. He joined AT&T in 1958 as a member of the
technical staff of Bell Laboratories and went on to management
positions in consumer products, customer switching systems
engineering and network planning. Mr. Powers holds a M.E.E.
degree in Electrical

3



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Engineering for New York University and a B.S.
degree in Electrical Engineering from the University of
Arkansas. Mr. Powers is a member of the Compensation
Committee and serves as its Chairman.


On April 23, 2003, Daniel R. Spoor
resigned from the board of directors of the Company. In his
letter, Mr. Spoor cited new and significantly expanded
responsibilities at Lockheed Martin Corporation, where he serves
as President & CEO, Lockheed Martin Canada. The Company
expresses its gratitude to Mr. Spoor for his service and
extends its very best wishes to him in his future endeavors.

Compensation Committee Interlocks and Insider
Participation

During 2002, Tom L. Powers and Howard S. Hoffmann
served as members of the Compensation Committee of the board of
directors. Neither Mr. Powers nor Mr. Hoffmann
currently serves as an officer of the Company. There are no
compensation committee interlocks between the Company and any
other entity involving the Companys or such entitys
executive officers or board members.



| |                   
| | ------------------
| | Executive Officers

Set forth below is a table identifying executive
officers of the Company who are not identified in the tables
entitled Directors Biographical information for
Dr. Abdelmonem is set forth above under
Directors.

|                |  |     |    |  |                       |                                 
|--------------- |  | --- | -- |  | --------------------- | --------------------------------
|Name            |  | Age |    |  | Position with Company
|                |  |     |    |  |                      
|Dennis M. Craig |  |     | 42 |  |                       | Vice President  General Manager
|Frank Cesario   |  |     | 33 |  |                       | Chief Financial Officer         

Mr. Craig joined the Company in December
1996, as Vice President, Engineering and Manufacturing. Before
joining the Company, Mr. Craig was at Motorola, Inc., where
he served as Manufacturing and Technical Operations Manager in
the Component Products Division, where his responsibilities
included the management of engineering, process engineering,
manufacturing operations and development of new product
platforms. Prior to joining Motorola, Mr. Craig spent four
years at Northrop/ Grumman Defense Systems Division, leading
teams to develop numerous cost reduction and production process
improvement programs. He holds a B.S. degree in Mechanical
Engineering from the University of Illinois at Chicago and an
M.B.A. degree from Lake Forest Graduate School of Management. He
currently holds two patents.

Mr. Cesario joined the Company during August
2000 as Controller and has served as Acting Chief Financial
Officer since April 2002. Previously, Mr. Cesario was Group
Controller for copper and brass producer Outokumpu Copper, Inc.
and subsidiaries, a U.S. group with approximately
$500 million in annual revenue and owned by Helsinki-based
Outokumpu Oyj. Mr. Cesario has an MBA (Finance) from DePaul
University in Chicago, a B.S. in Accountancy from the University
of Illinois, and began his career at KPMG Peat Marwick.

The board of directors elects officers annually
and such officers, subject to the terms of certain employment
agreements, serve at the discretion of the board. See
Executive Compensation. The Company has entered into
an employment agreement with Dr. Abdelmonem. There are no
family relationships among any of the directors or executive
officers of the Company.



| |                                                            
| | -----------------------------------------------------------
| | Section 16(a) Beneficial Ownership
    Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires the Companys officers (as
defined under Section 16(a) of the Securities Exchange
Act), directors and persons who own greater than 10% of a
registered class of the Companys equity securities to file
reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely on a review of
the forms it has received and on written representations from
certain reporting persons that no such forms were required for
them, the Company believes that during 2002, all of the
Section 16(a) filing requirements applicable to its
officers, directors and 10% beneficial owners were complied with
by such persons other than an option grant to Amr Abdelmonem
which was subsequently reported on a Form 4 filing by
Mr. Abdelmonem.

4



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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The following table provides information
concerning the annual and long-term compensation for services in
all capacities to the Company for the years ended
December 31, 2002, 2001 and 2000 of (i) each person
who served as the Companys chief executive officer and
(ii) the four most highly compensated executive officers
whose salary and bonus for services rendered in all capacities
to the Company for the fiscal year ended December 31, 2002
exceeded $100,000 (collectively, the Named Executive
Officers).



| |                           
| | --------------------------
| | Summary Compensation Table

|                            |                         |                     |      |      |            |   |         |                     |  |  |           |   |  |         |   |         |              |  |           |           |  |  |   |   | 
|--------------------------- | ----------------------- | ------------------- | ---- | ---- | ---------- | - | ------- | ------------------- |  |  | --------- | - |  | ------- | - | ------- | ------------ |  | --------- | --------- |  |  | - | - | 
|                            |                         |                     |      |      |            |   |         |                     |  | 
|                            |                         |                     |      |      |            |   |         | Long-Term           |  |  |          
|                            |                         |                     |      |      |            |   |         | Compensation Awards |  |  |          
|                            |                         |                     |      |      |            |   |        
|                            |                         | Annual Compensation |      |      | Restricted |   |         | Securities          |  |  |          
|                            |                         |                     |      |      | Stock      |   |         | Underlying          |  |  | All Other |  
|Name and Principal Position |                         | Year                |      |      | Salary     |   |         | Bonus               |  |  | Awards    |   |  | Options |   |         | Compensation | 
|                            |                         |                     |      |      |            |   |         |                     |  |  |           |   |  |         |   |         |              | 
|George M. Calhoun(1)        |                         |                     | 2002 |      |            | $ | 158,653 |                     |  |  |          |   |  |         |  |         |              |  |          |           |  |  |  |  
|                            | Chief Executive Officer |                     |      | 2001 |            |   |         | 247,115             |  |  |           |  |  |         |   |        |              |  |           | 1,200,000 |  |  |   |  | 
|                            |                         |                     |      | 2000 |            |   |         | 163,288             |  |  |           |  |  |         |   |        |              |  |           | 500,000   |  |  |   |  | 
|Amr Abdelmonem(2)           |                         |                     | 2002 |      |            |   | 207,194 |                     |  |  |          |   |  |         |  |         |              |  | 1,050,000 |           |  |  |   |  
|                            | Chief Executive Officer |                     |      | 2001 |            |   |         | 210,159             |  |  |           |  |  |         |   |        |              |  |           | 800,000   |  |  |   |  | 
|                            |                         |                     |      | 2000 |            |   |         | 138,661             |  |  |           |  |  |         | $ | 502,440 | (3)          |  |           | 280,000   |  |  |   |  | 
|Frank Cesario(4)            |                         |                     | 2002 |      |            |   | 102,000 |                     |  |  |          |   |  |         |  |         |              |  | 30,000    |           |  |  |   |  
|                            | Chief Financial Officer |                     |      | 2001 |            |   |         |                    |  |  |           |  |  |         |   |        |              |  |           |          |  |  |   |  | 
|                            |                         |                     |      | 2000 |            |   |         |                    |  |  |           |  |  |         |   |        |              |  |           |          |  |  |   |  | 
|Dennis M. Craig             |                         |                     | 2002 |      |            |   | 160,000 |                     |  |  |          |   |  |         |  |         |              |  |          |           |  |  |  |  
|                            | Vice President/ General |                     |      | 2001 |            |   |         | 160,385             |  |  |           |  |  |         |   |        |              |  |           | 150,000   |  |  |   |  | 
|                            | Manager                 |                     |      | 2000 |            |   |         | 150,000             |  |  |           |  |  |         | $ | 502,440 | (3)          |  |           | 205,000   |  |  |   |  | 
|Charles F. Willes(5)        |                         |                     | 2002 |      |            |   | 173,076 |                     |  |  |          |   |  |         |  |         |              |  |          |           |  |  |  |  
|                            | Chief Financial Officer |                     |      | 2001 |            |   |         | 200,000             |  |  |           |  |  |         |   |        |              |  |           | 800,000   |  |  |   |  | 
|                            |                         |                     |      | 2000 |            |   |         | 66,346              |  |  |           |  |  |         |   |        |              |  |           | 300,000   |  |  |   |  | 
|Roger Boivin(6)             |                         |                     | 2002 |      |            |   | 180,649 |                     |  |  |          |   |  |         |  |         |              |  |          |           |  |  |  |  
|                            | President and Chief     |                     |      | 2001 |            |   |         |                    |  |  |           |  |  |         |   |        |              |  |           |          |  |  |   |  | 
|                            | Operating Officer       |                     |      | 2000 |            |   |         |                    |  |  |           |  |  |         |   |        |              |  |           |          |  |  |   |  | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Dr. Calhoun commenced employment with the
    Company in November 1999 and served as Chief Executive Officer
    until June 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(2) | Dr. Abdelmonem was named Chief Executive
    Officer in June 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) | Based on 120,000 shares granted to each of
    Mr. Craig and Dr. Abdelmonem and the closing price of
    the Common Stock ($4.187) on the date of grant,
    February 15, 2000. The value of these shares at
    December 31, 2002, based on a closing price of $0.32 on
    that date, was $38,400. Dr. Abdelmonems shares vest
    at the rate of 25% on the first anniversary of the date of the
    grant and monthly thereafter, over a three year period and
    Mr. Craigs shares vest at the rate of 10%, 20%, 30%
    and 40% on the first, second, third and fourth anniversary,
    respectively, of the date of the grant. If any dividends are
    paid on the Common Stock, such dividends also would be paid on
    the restricted shares granted to each Named Executive Officer.
|   
|(4) | Mr. Cesario was named Chief Financial
    Officer in December 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(5) | Mr. Willes commenced employment with the
    Company in July 2000 and his employment with the Company ended
    in April 2002. Mr. Willes was paid $100,000 in severance
    under the terms of an agreement with the Company. The agreement
    also provided that 550,000 options exercisable at prices between
    $1.20 to $1.94 which would have vested by April 12, 2003
    vested as of April 12, 2002 and will remain exercisable
    through April 12, 2004.                                                                                                                                                                                                                                                                                                                             
|   
|(6) | Mr. Boivin commenced employment with the
    Company in October 2001 and his employment with the Company
    ended in September 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

5



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| |                      
| | ---------------------
| | Option Grants In 2002

The following table contains information
concerning the grant of stock options by the Company to the
Named Executive Officers during 2002. There were no stock
appreciation rights granted in 2002. Information provided in
this table is as of December 31, 2002.

|               |  |            |         |  |               |  |      |           |  |                      |            |                        |                |    |            |  |     |   |         |  |  |   |         | 
|-------------- |  | ---------- | ------- |  | ------------- |  | ---- | --------- |  | -------------------- | ---------- | ---------------------- | -------------- | -- | ---------- |  | --- | - | ------- |  |  | - | ------- | 
|               |  |            |         |  |               |  |      |           |  |                     
|               |  |            |         |  |               |  |      |           |  | Potential Realizable |           
|               |  |            |         |  |               |  |      |           |  | Value at Assumed     |           
|               |  | Number of  |         |  | Percent of    |  |      |           |  |                      |            | Annual Rates of Stock  |               
|               |  | Securities |         |  | Total Options |  |      |           |  |                      |            | Price Appreciation for |               
|               |  | Underlying |         |  | Granted to    |  |      | Exercise  |  |                      |            |                        | Option Term(1) |   
|               |  | Options    |         |  | Employees in  |  |      | Price Per |  |                      | Expiration |                        |                |    |           
|Name           |  | Granted    |         |  | Fiscal Year   |  |      | Share     |  |                      | Date       |                        |                | 5% |            |  | 10% |  
|               |  |            |         |  |               |  |      |           |  |                      |            |                        |                |    |            |  |     |  
|Amr Abdelmonem |  |            | 150,000 |  |               |  | 7.8  | %         |  | $                    | 0.81       |                        |                |    | 4/1/2012   |  |     | $ | 33,568  |  |  | $ | 76,410  | 
|               |  |            | 900,000 |  |               |  | 47.1 | %         |  | $                    | 0.11       |                        |                |    | 12/28/2012 |  |     | $ | 201,409 |  |  | $ | 458,464 | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Potential realizable value is presented net of
    the option exercise price but before any federal or state income
    taxes associated with exercise. The assumed stock price
    appreciation rates used to determine the potential realize value
    are prescribed by the Securities and Exchange Commission rules
    for illustrative purposes only and are not intended to forecast
    or predict future stock prices. Actual gains are dependent on
    the future performance of the Common Stock and the option
    holders continued employment throughout the vesting period.



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | Aggregated Option Exercises in Last Fiscal
    Year and Fiscal Year-End Option Values

The following table provides information
concerning the Named Executive Officers unexercised
options at December 31, 2002. None of the Named Executive
Officers held or exercised any stock appreciation rights, during
2002.

|                  |  |             |   |  |          |                        |   |                   |                      |  |                      |  |  |             |         |  |               |   |         |  |  |  |   | 
|----------------- |  | ----------- | - |  | -------- | ---------------------- | - | ----------------- | -------------------- |  | -------------------- |  |  | ----------- | ------- |  | ------------- | - | ------- |  |  |  | - | 
|                  |  |             |   |  |          |                        |   |                   |                      | 
|                  |  |             |   |  |          | Number of Securities   |   |                   |                     
|                  |  |             |   |  |          | Underlying Unexercised |   |                   | Value of Unexercised | 
|                  |  |             |   |  |          | Options at             |   |                   | In-The-Money Options | 
|                  |  | Shares      |   |  | Value    |                        |   | December 31, 2002 |                      |  | at December 31, 2002 | 
|                  |  | Acquired On |   |  | Realized |                        |   |                   |                      |  |                      | 
|Name              |  | Exercise(#) |   |  | ($)(1)   |                        |   | Exercisable       |                      |  | Unexercisable        |  |  | Exercisable |         |  | Unexercisable |  
|                  |  |             |   |  |          |                        |   |                   |                      |  |                      |  |  |             |         |  |               |  
|George M. Calhoun |  |             |  |  |          |                        |  |                   |                      |  | 770,833              |  |  |             |        |  |               |   |        |  |  |  |  | 
|Amr Abdelmonem    |  |             |  |  |          |                        |  |                   |                      |  | 1,459,200            |  |  |             | 754,229 |  |               | $ | 189,000 |  |  |  |  | 
|Dennis M. Craig   |  |             |  |  |          |                        |  |                   |                      |  | 392,292              |  |  |             | 236,708 |  |               |   |        |  |  |  |  | 
|Frank Cesario     |  |             |  |  |          |                        |  |                   |                      |  | 24,792               |  |  |             | 30,208  |  |               |   |        |  |  |  |  | 
|Charles F. Willes |  |             |  |  |          |                        |  |                   |                      |  | 550,000              |  |  |             |        |  |               |   |        |  |  |  |  | 
|Roger Boivin      |  |             |  |  |          |                        |  |                   |                      |  |                     |  |  |             |        |  |               |   |        |  |  |  |  | 



---



|    |                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The value per option is calculated by subtracting
    the exercise price from the closing price of the Common Stock on
    the American Stock Exchange on December 31, 2002 (the last
    trading day in 2002) of $0.32.



| |                      
| | ---------------------
| | Employment Agreements

The Company has an employment agreement with Amr
Abdelmonem dated as of January 1, 2001 to be Chief
Technology Officer of the Company. Dr. Abdelmonem
subsequently became the Chief Executive Officer of the Company
in June 2002. The agreement is for a term of three years, with
one year renewal options. Dr. Abdelmonem is paid an annual
salary of $200,000 and is paid a severance of one years
salary if (i) the Company terminates his employment without
Cause (as defined in the agreement) or
(ii) Dr. Abdelmonem terminates his employment for Good
Reason (as defined in the agreement), which such severance is
offset by any income received by Dr. Abdelmonem during the
severance period. His severance is increased to two years salary
in the case of a change in control (as defined in the agreement)
of the Company and a termination as described previously.
Dr. Abdelmonem also receives a severance of six months
salary if his employment contract expires without renewal.
Dr. Abdelmonems agreement includes a provision for a
bonus to be paid at the discretion of the board of directors and
certain non-competition, non-solicitation, assignment of
invention and confidentiality provisions.

6



---



##### 



In December 2002, the Board of Directors
authorized a bonus pool of up to $300,000 in which all officers,
including Dr. Abdelmonem and Mr. Craig, shall be
eligible to participate in the event that the Company achieves
two consecutive quarters of positive cash flow results after
taking into account the payment of such bonuses and all patent
litigation costs. In the event the condition is achieved, the
amount Dr. Abdelmonem and Mr. Craig may receive from
such pool shall be determined in the discretion of the Board.

Director
Compensation.During 2002, the Company
did not provide any cash compensation to its directors for their
service on the board of directors. Each director of the Company
who is not an employee of the Company (a Non-Employee
Director) participates in the Illinois Superconductor
Corporation 1993 Stock Option Plan (the Plan). The
Plan provides for the automatic grant of non-qualified stock
options (NQSOs) to each Non-Employee Director who is
re-elected or continues to serve as a director because his or
her term has not expired in consideration of his or her service
on the board of directors to purchase 40,000 shares of
Common Stock at the reported closing price of the Common Stock
on the date of each annual meeting of the stockholders of the
Company, provided that no such automatic grant shall be made to
a Non-Employee Director who is first elected to the board of
directors at the first such meeting or was first elected to the
board of directors within three months prior to such annual
meeting. Such options vest monthly over a two year period from
the date of grant.

In addition, the Plan provides for the automatic
grant of NQSOs to each Non-Employee Director who is appointed or
continues to serve on a committee of the board of directors in
consideration of his or her service on a committee to purchase
5,000 shares of Common Stock at the reported closing price
of the Common Stock on the date of each annual meeting of the
stockholders of the Company, provided that no such automatic
grant shall be made to a Non-Employee Director who was first
appointed to the committee within three months prior to such
annual meeting. These stock options vest monthly over a two year
period from the date of grant and expire ten years from the date
of grant.

Pursuant to the Plan as in effect in 2002,
Messrs. Van Wagenen, Powers, Brodsky, Spoor, Gropper and
Hoffmann were each granted an option to purchase
40,000 shares of Common Stock on June 11, 2002 at an
exercise price of $0.69. In addition, Mr. Hoffmann was
granted two options to purchase 5,000 shares of Common
Stock on June 11, 2002 at an exercise price of $0.69 for
his service on the Audit and Compensation Committee during 2002
and Messrs. Powers, Mr. Van Wagenen and Spoor were
each granted an option to purchase 5,000 shares of Common
Stock on June 11, 2002 at an exercise price of $0.69 for
their respective service on the Compensation Committee, Audit
Committee and Audit Committee.

In addition, each Non-Employee Director may also
be granted additional stock options at the discretion of the
board; provided, however, that during any calendar year, stock
options for no more than 500,000 shares of Common Stock may
be granted to any individual Non-Employee Director. The terms of
such discretionary stock option grants shall be determined by
the board of directors. Each of the Companys non-employee
directors was granted an additional option to purchase
50,000 shares of Common Stock on March 28, 2003 at an
exercise price of $0.38 per share, of which
37,500 shares vested immediately and the remainder vest
monthly (4,167 per month) during following three months.

All Non-Employee Directors are reimbursed for
their reasonable out-of-pocket expenses incurred in attending
board and committee meetings.



|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

The following table sets forth information
regarding the beneficial ownership of Common Sock as of
April 1, 2003, except as otherwise indicated in the
relevant footnote, by (1) each person or group that the
Company knows beneficially owns more than 5% of Common Stock,
(2) each of the Companys directors and director
nominees, (3) the Named Executive Officers, and
(4) all current executive officers and directors as a
group. Unless otherwise indicated, the address of each person
identified below is c/o the Company at its principal
executive offices.

The percentages of beneficial ownership shown
below are based on 147,944,927 shares of Common Stock
outstanding as of April 1, 2003, unless otherwise stated.
Beneficial ownership is determined in accordance with

7



---



##### 



the rules of the Securities and Exchange
Commission and generally includes those securities over which a
person may exercise voting or investment power. In addition,
shares of Common Stock which a person has the right to acquire
upon the exercise of stock options and/or warrants within
60 days of the date of this table are deemed outstanding
for the purpose of computing the percentage ownership of that
person, but are not deemed outstanding for computing the
percentage ownership of any other person. Except as indicated in
the footnotes to this table or as affected by applicable
community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of
Common Stock beneficially owned.


|                                                                 |  |                    |            |        |            |  |      |  
|---------------------------------------------------------------- |  | ------------------ | ---------- | ------ | ---------- |  | ---- | -
|                                                                 |  | Number of Shares   |            |        |           
|                                                                 |  | of Common Stock    |            |        | Percent of | 
|Beneficial Owner                                                 |  | Beneficially Owned |            |        | Class      | 
|                                                                 |  |                    |            |        |            | 
|5% Stockholders                                                  |  |                    |            |        |            |  |      |  
|Alexander Finance, LP                                            |  |                    | 51,216,799 | (1)    |            |  | 33.6 | %
|Elliott Associates, L.P.                                         |  |                    | 34,255,988 | (2)    |            |  | 22.3 | %
|Elliott International, L.P.                                      |  |                    | 31,433,539 | (2)    |            |  | 20.5 | %
|Directors and Named Executive
    Officers                       |  |                    |            |        |            |  |      |  
|Amr Abdelmonem                                                   |  |                    | 1,990,512  | (3)    |            |  | 1.3  | %
|Stuart Chase Van Wagenen                                         |  |                    | 113,750    | (3)    |            |  | *    |  
|Mark D. Brodsky                                                  |  |                    | 387,500    | (3)(4) |            |  | *    |  
|George M. Calhoun                                                |  |                    | 1,004,833  | (5)    |            |  | *    |  
|Dan Gropper                                                      |  |                    | 71,667     | (3)(4) |            |  | *    |  
|Howard S. Hoffmann                                               |  |                    | 153,999    | (3)    |            |  | *    |  
|Tom L. Powers                                                    |  |                    | 271,217    | (6)    |            |  | *    |  
|Dennis M. Craig                                                  |  |                    | 734,480    | (7)    |            |  | *    |  
|Frank Cesario                                                    |  |                    | 208,975    | (8)    |            |  | *    |  
|All directors and executive officers as a group
    (10 persons) |  |                    | 4,936,933  | (9)    |            |  | 3.2  | %



---



| |   |              
| | - | -------------
| | * | Less than 1%.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As reflected in a Schedule 13D/ A dated
    November 25, 2002. The address for Alexander Finance, L.P.
    is 1560 Sherman Avenue Evanston, IL 60201. Includes warrant to
    purchase 4,381,000 shares of common stock.                                                                                                                                                                                                                                                                                                
|   
|(2) | As reflected in a Schedule 13D/ A dated
    November 25, 2002. The address of Elliott Associates, L.P.
    is 712 Fifth Avenue, New York, New York 10019 and the address of
    Elliott International, L.P. is c/o Elliot International
    Capital Advisors, Inc. 712 Fifth Avenue New York, New York
    10019. The number of share held by Elliott Associates, L.P.
    includes warrants to purchase 5,619,000 shares of Common
    Stock held by its wholly-owned subsidiary Manchester Securities
    Corporation.
|   
|(3) | Represents options to purchase shares which were
    exercisable as of April 1, 2003, or within 60 days
    from such date.                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(4) | Excludes shares held by Elliott Associates, L.P.
    and Elliott International, L.P., each of whom beneficially own
    34,255,988 and 31,433,539, respectively. Messrs. Brodsky
    and Gropper provide management services to Elliott Associates,
    L.P. and Elliott International, L.P. See note 2 above.                                                                                                                                                                                                          
|   
|(5) | Includes outstanding options to purchase
    770,833 shares which were exercisable as of April 1,
    2003, or within 60 days from such date.                                                                                                                                                                                                                                                                                                                                                                           
|   
|(6) | Includes outstanding options to purchase
    270,917 shares which were exercisable as of April 1,
    2003, or within 60 days from such date.                                                                                                                                                                                                                                                                                                                                                                           
|   
|(7) | Includes 53,810 shares of Common Stock of
    which Mr. Craig shares investment and voting power and
    outstanding options to purchase 680,678 shares, which were
    exercisable as of April 1, 2003, or within 60 days
    from such date.                                                                                                                                                                                                                                                                          

8



---



##### 





|    |                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(8) | Includes outstanding options to purchase
    207,605 shares, which were exercisable as of April 1,
    2003, or within 60 days from such date.  
|   
|(9) | Includes outstanding options to purchase
    4,676,271 shares, which were exercisable as of
    April 1, 2003, or within 60 days from such date.



|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

During April 2002, the Company entered into an
agreement with Mr. Willes related to Mr. Willes
separation from employment with the Company. Pursuant to the
terms of the agreement, Mr. Willes resigned from his
employment with ISCO effective April 12, 2002 and released
the Company from any and all claims, including, but not limited
to any and all claims relating to or in any way arising out of
any aspect of Mr. Willes employment relationship and/
or his separation from employment with the Company.
Mr. Willes was paid $100,000 in severance under the terms
of the agreement and the Company also paid Mr. Willes
health and other insurance benefits (other than disability
insurance benefits) through October 31, 2002. The agreement
also provided that 550,000 options which would have vested by
April 12, 2003 vested as of April 12, 2002 and will
remain exercisable through April 12, 2004.

During June 2002 the Company engaged
Nightingale & Associates, LLC to provide management
consulting services. The Company paid $87,765 for such
consulting services during 2002. Mr. Hoffmann, a director
of the Corporation, is a principal of Nightingale.

During October 2002, the Company entered into an
Uncommitted Line of Credit with its two largest shareholders, an
affiliate of Elliott Associates, L.P. (Manchester Securities
Corporation and Alexander Finance, L.P.). This line provided
that up to $4 million may be borrowed by the Company, with
$1 million borrowed during October 2002 upon completion of
the transaction. $1 million was borrowed during November
2002 and a third borrowing of $1 million occurred in March
2003. This line is uncommitted, such that each new borrowing
under the facility would be subject to the approval of the
lenders. If approved by the lenders, the Company may borrow up
to an additional $1 million.

Borrowings on this line bear an interest rate of
9.5% and are collateralized by all the assets of the Company.
Outstanding loans under this agreement would be required to be
repaid on a priority basis should the Company receive new
funding from other sources. Additionally, the lenders are
entitled to receive warrants to the extent funds are drawn down
on the line. The warrants bear a strike price of $0.20 per
share of common stock and expire on April 15, 2004. The
credit line matures and is due, including accrued interest
thereon, on March 31, 2004. Warrants to purchase
10 million shares of common stock were issued in connection
with the borrowings under the line of credit during the year
ended December 31, 2002. No warrants were issued in
connection with March 2003 borrowing under the line of credit.
Up to 5 million warrants may be issued in the event the
Company is authorized to borrow the $1 million remaining
under the facility. Therefore, a maximum of 15 million
warrants may be issued as a result of this transaction,
presuming certain antidilutive features are not triggered.



|         |                        
|-------- | -----------------------
|Item 14. | Controls and Procedures

Under the supervision and with the participation
of our management, including our chief executive officer and
principal financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act),
within 90 days of the filing date of this Report. Based on
their evaluation, our principal executive officer and principal
accounting officer concluded that our disclosure controls and
procedures are effective.

There have been no significant changes (including
corrective actions with regard to significant deficiencies or
material weaknesses) in our internal controls or in other
factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in paragraph
(a) above.

9



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 30th day of
April, 2003.



| |                   
| | ------------------
| | ISCO INTERNATIONAL



| |     |                   
| | --- | ------------------
| | By: | /s/ AMR ABDELMONEM

| |                        
| | -----------------------
| |                        
| | AMR Abdelmonem         
| | Chief Executive Officer

10



---



##### 



CERTIFICATIONS

I, Amr Abdelmonem, certify that:

1. I have reviewed this annual report on
Form 10-K/ A of ISCO International, Inc.;

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b. evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c. presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b. any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this annual report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



| |                        
| | -----------------------
| | /s/ AMR ABDELMONEM     
| |                        
| | Amr Abdelmonem         
| | Chief Executive Officer

Date: April 30, 2003

11



---



##### 



I, Frank Cesario, certify that:

1. I have reviewed this annual report on
Form 10-K/ A of ISCO International, Inc.;

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b. evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c. presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b. any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this annual report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



| |                        
| | -----------------------
| | /s/ FRANK CESARIO      
| |                        
| | Frank Cesario          
| | Chief Financial Officer

Date: April 30, 2003

12