FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fitzgerald Timothy P
   2. Issuer Name and Ticker or Trading Symbol
LECTEC CORP /MN/ [LECT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(Last)
(First)
(Middle)
10701 RED CIRCLE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
07/01/2002
(Street)

MINNETONKA, MN 55343		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. 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 Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option $ 3.25 07/01/2002   D     25,000 05/02/2001(3) 05/02/2005 Common Stock 25,000 $ 0 (1) 25,000 D  
Common Stock Option $ 2.219 07/01/2002   D     30,000 02/01/2002(4) 02/01/2006 Common Stock 30,000 $ 0 (2) 30,000 D  
Common Stock Option $ 0.81 07/01/2002   A   25,000   05/02/2001(3) 05/02/2005 Common Stock 25,000 $ 0 (1) 25,000 D  
Common Stock Option $ 0.81 07/01/2002   A   30,000   02/01/2002(4) 02/01/2006 Common Stock 30,000 $ 0 (2) 30,000 D  
Common Stock Option $ 1.2 03/12/2004   A   45,000   03/12/2004(5) 03/12/2007 Common Stock 45,000 $ 0 45,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fitzgerald Timothy P
10701 RED CIRCLE DRIVE
MINNETONKA, MN 55343		       CEO & President  

Signatures

 Timothy P. Fitzgerald   04/23/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person agreed to cancellation of an option originally granted to him on May 2, 2000 in exchange for a new option having a lower exercise price.
(2) The reporting person agreed to cancellation of an option originally granted to him on February 1, 2001 in exchange for a new option having a lower exercise price.
(3) 8,334 shares exercisable May 2, 2001, 8,333 shares exercisable May 2, 2002, and 8,333 shares exercisable May 2, 2003.
(4) 10,000 shares exercisable February 1, 2002, 10,000 shares exercisable February 1, 2003, and 10,000 shares exercisable February 1, 2004.
(5) Options are 100% exercisable at grant date.

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