SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* OLANOFF LAWRENCE S (Last) (First) (Middle) 10220-L OLD COLUMBIA ROAD (Street) COLUMBIA MD 21046 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2005	3. Issuer Name and Ticker or Trading Symbol CELSION CORP [ CLN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, CEO	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Celsion Corporation Common Stock	62,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Anthony P. Deasey as Attorney-in-Fact	07/29/2005
	** Signature of Reporting Person	Date
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 Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                                POWER OF ATTORNEY

I, Lawrence Olanoff, do hereby nominate, constitute and appoint each of Anthony
P. Deasey and Earl Miller as my true and lawful agent and attorney-in-fact, with
full power of substitution and full power and authority to act hereunder, in his
discretion, in my name and on my behalf as fully as I could if I were present
and acting in person, to (i) make any and all required or voluntary filings
under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the applicable rules and regulations thereunder, with the
Securities and Exchange Commission, the American Stock Exchange, any other stock
exchange or interdealer quotation system or similar market for the sale and
purchase of securities, the National Association of Securities Dealers, Inc.,
Celsion Corporation, a Delaware corporation (the "Company"), and any other
person or entity to which such filings may be required under Section 16(a) of
the Exchange Act as a result of my service as an officer and/or director of the
Company or beneficial ownership (within the meaning of Section 16(a) of the
Exchange Act) of more than ten percent of any class of equity securities of the
Company, and (ii) perform such other reporting tasks as he may deem necessary or
advisable in connection with the foregoing filings.

Each of the above-named attorneys-in-fact agrees to accept the respective
appointments, subject to their terms, and to act in such capacity, consistent
with my best interests as he, in his discretion, deems advisable. I agree to
indemnify and hold harmless each attorney-in-fact from any and all liability due
to his failure to carry out or timely perform on my behalf the duties set forth
above.

I hereby consent to, ratify and confirm all that each said attorney-in-fact
shall do or cause to be done by virtue of this Power of Attorney. I hereby
acknowledge that each attorney-in-fact, in serving in such capacity at my
request, is not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect from this date
forward for so long as I am an officer or director of the Company and for such
time thereafter as may be necessary to make any such filings or until revoked or
modified by me. I hereby revoke all prior powers of attorney relating to the
foregoing acts.

IN WITNESS WHEREOF, I have hereunto signed my name this 29th day of July, 2005.


/s/ Lawrence Olanoff, M.D., Ph.D.
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Lawrence Olanoff, M.D., Ph.D.
Chief Executive Officer
Celsion Corporation