EPIGEN INC /DE
SC 13D, 2001-01-16
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. __)


                                  Epigen, Inc.
                                ----------------
                                (Name of Issuer)


                                  Common Stock
                         ------------------------------
                         (Title of Class of Securities)


                                   294259 10 G
                                 --------------
                                 (CUSIP Number)


             Lionel Goldfrank, III, 1120 Fifth Avenue, NY, NY 10128
                                  212-427-5145
             ------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 January 9, 2001
             -------------------------------------------------------
             (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  that is subject to 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
[X].

     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
     the other parties to whom copies are to be sent.

                                                               Page 1 of 2 Pages
<PAGE>


CUSIP NO. 294259 10 G                    13D                   Page 2 of 2 Pages


1.  NAMES OF REPORTING PERSONS - Lionel Goldfrank III
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


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


3.  SEC USE ONLY


4.  SOURCE OF FUNDS*  - PF


5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEM 2(D) OR 2(E)                                                     [_]


6.  CITIZENSHIP OR PLACE OF ORGANIZATION  -  UNITED STATES


NUMBER OF           7.  SOLE VOTING POWER  - 3,466,650
SHARES
BENEFICIALLY        8.  SHARED VOTING POWER  - 3,466,650
OWNED BY
EACH                9.  SOLE DISPOSITIVE POWER  -  3,466,650
REPORTING
PERSON WITH        10. SHARED DISPOSITIVE POWER  -  0


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 3,466,650


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


13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 23.32%


14. TYPE OF REPORTING PERSON*  -  IN


                                    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.

                                                        01/16/01
                                        ----------------------------------------
                                                         (Date)

                                                /s/:  Lionel Goldfrank, III
                                        ----------------------------------------
                                                       (Signature)

                                                  Lionel Goldfrank, III
                                        ----------------------------------------
                                                       (Name/Title)


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