SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 18)*

                            ISCO International, Inc.
                                (Name of Issuer)

                          Common Stock, par value $.001
                         (Title of Class of Securities)

                                    46426P103
                                 (CUSIP Number)

   Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
    Avenue, New York, New York 10176 Tel: (212) 986-6000 (Name, Address and
  Telephone Number of Person Authorized to Receive Notices and Communications)

                                December 12, 2003
             (Date of Event which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [ ].

     Note:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

     *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).



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott Associates, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  PURSUANT TO
         ITEMS 2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  18,276,238

8        SHARED VOTING POWER
                  0

9.       SOLE DISPOSITIVE POWER
                  18,276,238

10.      SHARED DISPOSITIVE POWER
                  0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  18,276,238

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  11.9%

14.      TYPE OF REPORTING PERSON*
                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott International, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [  ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8.       SHARED VOTING POWER
                  14,663,089

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  14,663,089

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
         REPORTING PERSON
                  14,663,089

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*           [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  9.5%

14.      TYPE OF REPORTING PERSON*
                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Elliott International Capital Advisors, Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  00

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8.       SHARED VOTING POWER
                  14,663,089

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  14,663,089

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
         REPORTING PERSON
                  14,663,089

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*           [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  9.5%

14.      TYPE OF REPORTING PERSON*
                  CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


     This  statement  is filed  pursuant to Rule  13d-2(a)  with  respect to the
shares  of  common  stock,   $.001  par  value  (the  "Common  Stock")  of  ISCO
International,  Inc. (the "Issuer")  beneficially  owned by Elliott  Associates,
L.P.  and  its  wholly-owned  subsidiaries  (collectively,  "Elliott"),  Elliott
International,  L.P. ("Elliott International") and Elliott International Capital
Advisors,  Inc.  ("EICA")(collectively,  the "Reporting Persons") as of December
18, 2003 and amends and  supplements  the Schedule  13D dated April 7, 1999,  as
previously  amended  (the  "Schedule  13D").  Except  as set forth  herein,  the
Schedule 13D, as previously amended, is unmodified.

ITEM 3.  Source and Amount of Funds or Other Consideration

     The source and amount of funds used by Elliott in making its  purchases  of
the shares of Common Stock beneficially owned by it are set forth below:

SOURCE OF FUNDS                                      AMOUNT OF FUNDS
Working Capital                                      $4,952,333

     The source and amount of funds used by Elliott  International in making its
purchases of the shares of Common Stock  beneficially  owned by it are set forth
below:

SOURCE OF FUNDS                                      AMOUNT OF FUNDS
Working Capital                                      $9,878,912

ITEM 5.  Interest in Securities of the Issuer.

     (a) Elliott  beneficially  owns an aggregate of 18,276,238 shares of Common
Stock, constituting 11.9% of all of the outstanding shares of Common Stock.

     Together,  Elliott  International and EICA beneficially own an aggregate of
14,663,089  shares of Common Stock,  constituting 9.5% of all of the outstanding
shares of Common Stock.

     Elliott, Elliott International and EICA's aggregate beneficial ownership of
Common  Stock  equals  32,939,327  shares,   comprising  21.4%  of  all  of  the
outstanding shares of Common Stock.

     (b)  Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the shares of Common Stock beneficially owned by it.

     Elliott  International has the shared power with EICA to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned  by  Elliott   International.   Information   regarding  each  of  Elliott
International  and  EICA is set  forth  in Item 2 of  this  Schedule  13D and is
expressly incorporated herein by reference herein.



     (c) The following  transactions  were  effected by Elliott  during the past
sixty (60) days:

                                    Approx. Price per
                   Amount of Shs.   Share (excl. of
Date     Security  Bought (Sold)    commissions)

12/12/03 Common   (1,600,000)         $0.56


     The following  transactions were effected by Elliott  International  during
the past sixty (60) days:

                                    Approx. Price per
                   Amount of Shs.   Share (excl. of
Date     Security  Bought (Sold)    commissions)

12/12/03 Common   (2,400,000)         $0.56


     All of the above transactions were effected on the American Stock Exchange.

     No other transactions with respect to the Common Stock that are required to
be reported and have not been previously  reported on Schedule 13D were effected
by any of the Reporting Persons during the past sixty (60) days.

     (d) No person  other than  Elliott has the right to receive or the power to
direct the receipt of  dividends  from,  or the  proceeds  from the sale of, the
shares of Common Stock beneficially owned by Elliott.

     No  person  other  than  Elliott  International  and EICA has the  right to
receive or the power to direct the receipt of  dividends  from,  or the proceeds
from the sale of,  the  shares of Common  Stock  beneficially  owned by  Elliott
International and EICA.

         (e)      Not applicable.

                                   SIGNATURES

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  each certifies that the information with respect to it set forth in
this statement is true, complete and correct.

Dated: December 19, 2003

         ELLIOTT ASSOCIATES, L.P.
         By: Elliott Capital Advisors, L.P., as General Partner
                  By: Braxton Associates, Inc., as General Partner


                           By: /s/ Elliot Greenberg
                               --------------------
                                   Elliot Greenberg
                                   Vice President


         ELLIOTT INTERNATIONAL, L.P.
         By:      Elliott International Capital Advisors Inc.,
                           as Attorney-in-Fact


                           By: /s/ Elliot Greenberg
                               --------------------
                                   Elliot Greenberg
                                   Vice President


         ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


         By: /s/ Elliot Greenberg
             --------------------
                 Elliot Greenberg
                 Vice President