UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Under The Securities Exchange Act Of 1934

(Amendment No. 2)¹

Immunicon Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45260A107

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 2 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III Management L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 3 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III Manager LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 4 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III Interfund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 5 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III General Partner L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 6 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III Offshore L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 7 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III Offshore Partners L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 8 of 15


CUSIP No. 45260A107		SCHEDULE 13G


1		NAME OF REPORTING PERSON TL Ventures III Offshore Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER -0-
		6 SHARED VOTING POWER -0-
		7 SOLE DISPOSITIVE POWER -0-
		8 SHARED DISPOSITIVE POWER -0-


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Page 9 of 15

Item 1

(a)

Name of Issuer:

Immunicon Corp.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

Suite 100

3401 Masons Mill Road

Huntington Valley, PA 19006

Item 2

(a)

Name of Person Filing:

(1) TL Ventures III L.P.

(2) TL Ventures III Interfund L.P.

(3) TL Ventures III Management L.P.

(4) TL Ventures III Manager LLC

(5) TL Ventures III Offshore L.P.

(6) TL Ventures III Offshore Partners L.P.

(7) TL Ventures III Offshore Ltd.

(8) TL Ventures III General Partner L.P.

Item 2

(b)

Address of Principal Business Offices:

(1),(2),(3),(4),(8):

700 Building

435 Devon Park Drive

Wayne, PA 19087-1990

(5)&(6):

c/o Trident Trust Company (Cayman) Limited

P.O. Box 847

One Capitol Place, 4^th Floor

Grand Cayman, Cayman Islands

British West Indies

(7):

c/o Maples & Calder

PO Box 309GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

British West Indies

Item 2

(c)

Citizenship:

(1),(2),(3), (8): Delaware limited partnership

(4): Delaware limited liability company

Page 10 of 15

(5),(6),(7): Cayman Island company

Item 2

(d)

Title of Class of Securities:

Common Stock

Item 2

(e)

CUSIP Number:

45260A107

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act

(d)

Investment company registered under Section 8 of the Investment Company Act

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j)

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Not applicable


Item 4	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: -0-

	(b)	Percent of class: 0.0%

Page 11 of 15



	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: -0-

		(ii)	Shared power to vote or to direct the vote: -0-

		(iii)	Sole power to dispose or to direct the disposition of: -0-

		(iv)	Shared power to dispose or to direct the disposition of: -0-

Item 5	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Item 6	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable

Item 8	Identification and Classification of Members of the Group.

	See “Exhibit A” attached hereto.

Item 9	Notice of Dissolution of Group.

	Not applicable

Item 10	Certification.

	Not applicable

Page 12 of 15

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: January 30, 2009	TL VENTURES III L.P.
	By:	TL Ventures III Management L.P.,
		its general partner
	By:	TL Ventures III General Partner L.P.,
		its general partner
	By:	TL Ventures III Manager LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III OFFSHORE L.P.
	By:	TL Ventures III Offshore Partners L.P.,
		its general partner
	By:	TL Ventures III Offshore Ltd.,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III INTERFUND L.P.
	By:	TL Ventures III General Partner L.P.,
		its general partner
	By:	TL Ventures III Manager LLC,
		its general partner

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

	TL VENTURES III MANAGER LLC

	By:	/s/ Janet L. Stott
	Name:	Janet L. Stott
	Title:	Controller

Page 13 of 15


						TL VENTURES III OFFSHORE LTD.

						By:		/s/ Janet L. Stott
						Name:		Janet L. Stott
						Title:		Controller

						TL VENTURES III MANAGEMENT L.P.
						By:		TL Ventures III General Partner L.P.,
								its general partner
						By:		TL Ventures III Manager LLC,
								its general partner

						By:		/s/ Janet L. Stott
						Name:		Janet L. Stott
						Title:		Controller

						TL VENTURES III OFFSHORE PARTNERS L.P.
						By:		TL Ventures III Offshore Ltd.,
								its general partner

						By:		/s/ Janet L. Stott
						Name:		Janet L. Stott
						Title:		Controller

						TL VENTURES III GENERAL PARTNER L.P.
						By:		TL Ventures III Manager LLC,
								its general partner

						By:		/s/ Janet L. Stott
						Name:		Janet L. Stott
						Title:		Controller

Page 14 of 15

EXHIBIT A

TL Ventures III L.P., TL Ventures III Interfund L.P., TL Ventures III Management L.P., TL Ventures III Manager LLC, TL Ventures III Offshore L.P., TL Ventures III Offshore Partners L.P., TL Ventures III Offshore Ltd., and TL Ventures III General Partner L.P. are members of a group with respect to Immunicon Corp. for purposes of Sections 13 (d) and 13 (g) of the Securities Exchange Act of 1934.

Page 15 of 15

TL VENTURES III LP SC 13G/A