Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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	OMB APPROVAL
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1. Name and Address of Reporting Person*Liccardo, Michael A.	2. Issuer Name and Ticker or Trading Symbol Amnis Systems Inc. (AMNM)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director _X_ 10% Owner _X_ Officer (give title below) ___ Other (specify below) Chairman, President and Chief Executive Officer
1. Name and Address of Reporting Person*Bartlett, Lawrence L.	2. Issuer Name and Ticker or Trading Symbol Amnis Systems Inc. (AMNM)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director ___ 10% Owner _X_ Officer (give title below) ___ Other (specify below) Vice President, Chief Financial Officer and Secretary
(Last) (First) (Middle) 13252 Simon Lane	3. I.R.S. Identification Number of Reporting Person, if an entity(voluntary)	4. Statement for Month/Day/Year01/30/2003
(Last) (First) (Middle) 2740 Corte Marie	3. I.R.S. Identification Number of Reporting Person, if an entity(voluntary)	4. Statement for Month/Day/Year01/29/2003
(Street) Los Altos Hills, CA 94022		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(Street) Walnut Creek, CA 94598		5. If Amendment, Date of Original (Month/Day/Year)	7. 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(Month/Day/Year)	2A. Deemed ExecutionDate, if any(Month/Day/Year)	3. TransactionCode(Instr. 8)		4. Securities Acquired (A) or Disposed of (D)(Instr. 3, 4 and 5)			5. Amount of Securities Beneficially OwnedFollowing ReportedTransactions(Instr. 3 and 4)	6. Ownership Form:Direct (D) or Indirect (I)(Instr. 4)	7. Nature of IndirectBeneficial Ownership(Instr. 4)
			Code	V	Amount	(A)or(D)	Price
Common Stock	01/30/2003	01/30/2003	M		~~208~~197,~~334~~917	A	0.04		D
Common Stock	01/30/2003	01/30/2003	S		~~208~~197,~~334~~917	D	0.04	~~93,174,746~~0	D

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 Instructions 4(b)(v).
	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

FORM 4 (continued)

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 orExercisePrice ofDerivativeSecurity

3.TransactionDate(Month/Day/Year)

3A.Deemed ExecutionDate, if any(Month/Day/Year)

4.Transaction Code(Instr. 8)

5.Number of DerivativeSecuritiesAcquired (A) or Disposed of (D)(Instr.3,4and 5)

6.Date Exercisableand Expiration Date(Month/Day/Year)

7.Title and Amount ofUnderlying Securities(Instr. 3 and 4)

8.Price ofDerivativeSecurity(Instr. 5)

9.Number ofDerivativeSecuritiesBeneficiallyOwned Following Reported Transaction(s)(Instr. 4)

10.OwnershipForm ofDerivativeSecurity:Direct (D) or Indirect (I)(Instr. 4)

11.Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

(A)

(D)

DateExercisable

ExpirationDate

Title

AmountorNumberof Shares

Employee Stock Option

0.04

01/30/2003

~~208~~197,~~334~~917

01/30/2003 (1)

03/30/2003

Common Stock

~~208~~197,~~334~~917

0.04

Employee Stock Option

0.04

01/30/2003

~~208~~197,~~334~~917

01/30/2003 (1)

03/30/2003

Common Stock

~~208~~197,~~334~~917

0.04

Employee Stock Option

0.035

01/29/2003

1,500,000

02/01/2003 (2)

01/29/2013

Common Stock

1,500,000

0.035

1,500,000

Explanation of Responses: (1) The option was immediately exercisable on vesting, 100% vested on January 30, 2003.(2) The option vested 50% on February 1, 2003; the remaining 50% will continue to vest at the rate of 5% per month thereafter.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ ~~Michael~~Lawrence AL. ~~Liccardo~~Bartlett **Signature of Reporting ~~PersonMichael~~PersonLawrence AL. ~~Liccardo~~Bartlett	02/0411/2003 Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
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