UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                (AMENDMENT NO. 1)

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2001.

                                       or

[_]   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: 000-25669

                           IMMTECH INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

           Delaware                                 39-1523370
-------------------------------                --------------------
(State or other jurisdiction of                 (I. R. S. Employer
incorporation or organization)                  Identification No.)

           150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
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           (Address of principal executive offices)           (Zip Code)

                  Registrant's telephone number: (847) 573-0033

Check 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 prior 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 [_]

As of January 31, 2002, 6,005,371 shares of the Registrant's common stock, par
value $0.01 ("Common Stock"), were outstanding.

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                                      INDEX

                                                                        Page No.
                                                                        --------

Item 6.           Exhibits, and Reports on Form 8-K.......................... 3

SIGNATURES .................................................................. 4

Exhibit 10.2      Revised Redaction of License Agreement dated as of January 28,
                  2002, among the University of North Carolina at Chapel Hill,
                  Auburn University, Duke University, Georgia State University
                  Research Foundation, Inc. and Immtech International, Inc.

<PAGE>

            Item 6. Exhibits, and Reports on Form 8-K.

            (a) Exhibits.

            10.2 Revised Redaction of License Agreement dated as of January 28,
      2002 among The University of North Carolina at Chapel Hill, Auburn
      University, Duke University, Georgia State University Research Foundation,
      Inc. and Immtech International, Inc. Portions of this exhibit have been
      omitted pursuant to a request for confidential treatment.(1)

            (b) Reports On Form 8-K.

                  A Form 8-K was filed on February 14, 2002 under Item 5 with
      regard to the closing of the initial stage of the Regulation D and
      Regulation S Private Placements collectively resulting in the sale of
      154,700 shares of Series A Convertible Preferred Stock and warrants to
      purchase 386,750 shares of Common Stock for gross proceeds of $3,867,500.


No other applicable items.

(1)   Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
      quarterly period ended December 31, 2001 and incorporated by reference.


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 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.


Date: June 10, 2002                     IMMTECH INTERNATIONAL, INC.


                                       By: /s/ T. Stephen Thompson
                                           -------------------------------------
                                           T. Stephen Thompson
                                           President and Chief Executive Officer


Date: June 10, 2002                     By: /s/ Gary C. Parks
                                           -------------------------------------
                                           Gary C. Parks
                                           Treasurer, Secretary and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)


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