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                                  UNITED STATES
                             Washington, D.C. 20549

                                    FORM 144


ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker

1(a) NAME OF ISSUER (Please type or print)

ICON plc
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1(b) IRS IDENT. NO.                    |(c) SEC FILE NO.
      N/A                              |     0-29714
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1(d) ADDRESS OF ISSUER              STREET

South County Business Park, Leopardstown
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1(d)      CITY                       STATE                  ZIP CODE

          Dublin 18                Ireland
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     AREA CODE           |NUMBER
      011                |   353-1-216-1100

     Ronan Lambe
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2(b) IRS IDENT. NO.                    (c) RELATIONSHIP TO ISSUER

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2(d) ADDRESS                        STREET

     South County Business Park, Leopardstown
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2(d)      CITY                       STATE                  ZIP CODE

         Dublin 18                 Ireland
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the SEC File Number.

SEC USE 3(a) (b) ONLY (c) (d) (e) (f) (g) Title of the Name and Address of Broker- Number of Aggregate Number of Shares Approximate Name of Each Class of Each Broker Through Dealer Shares or Market or Other Units Date of Sale Securities Securities Whome the Securities File Other Units Value Outstanding (See instr. 3(f)) Exchange to be Sold are to be Offered Number to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g)) or Each Market (See instr. 3(d)) Maker who is 3(c)) Aquiring the Securities - ------------------------------------------------------------------------------------------------------------------------------------ American Jefferies & Co., Inc. 200,000 $7,600,000 907,170 November 12, 2004 Nasdaq Depositary 520 Madison Avenue Shares New York, NY 10022 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS: 1.(a) Name of issuer (b) Issuer's I.R.S. Identification Number (c) Issuer'S S.E.C. file number, if any (d) Issuer's address, including zip code (e) Issuer's telephone number, including area code 2.(a) Name of person for whose account the securities are to be sold (b) Such person's I.R.S. identification number, if such person is an entity (c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) (d) Such person's address, including zip code 3.(a) Title of the class of securities to be sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e) Number of shares or other units of the class outstanding, or if debit securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold TABLE I - SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Name of Person from Whom Acquired Title of Date You Nature of (If gift, also give date Amount of Date of the Class Acquired Acquisition Transaction donor acquired) Securities Acquired Payment Nature of Payment - ------------------------------------------------------------------------------------------------------------------------------------ Ordinary 05/15/98 Founder Shares ICON plc 2,638,000 N/A N/A - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS: 1. If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. 2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto. TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Amount of Gross Name and Address of Seller Title of Securities Sold Date of Sale Securities Proceeds - ------------------------------------------------------------------------------------------------------- Ronan Lambe None N/A None $0 c/o ICON plc South County Business Park Leopardstown Dublin 18, Ireland - -------------------------------------------------------------------------------------------------------
REMARKS: INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which have not been publicly disclosed. November 12, 2004 /s/ Ronan Lambe - ----------------------------------- ---------------------------------------- (DATE OF NOTICE) (SIGNATURE) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).