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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 * Tardugno Michael H   2. Issuer Name and Ticker or Trading Symbol Celsion CORP [CLSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 10220-L OLD COLUMBIA ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/19/2008 (Street) COLUMBIA, MD 21046-2364 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 Common Stock 01/19/2008(1)   M   33,333 (1) A $ 0 122,662 (2) D

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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 Restricted

$ 0

01/19/2008(1)

M

33,333 (1)

(1)

(1)

Common Stock

33,333

$ 0

665,000 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tardugno Michael H 10220-L OLD COLUMBIA ROAD COLUMBIA, MD 21046-2364			Chief Executive Officer

Signatures

Timothy J Tumminello,Controller & Interim CAO		04/03/2010
**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)	On January 3, 2007, Mr. Tardugno was awarded 50,000 of restricted stock vesting in three equal installments beginning Janaury 19, 2008. This was properly reported in a Form 4 filed January 4, 2007 as the acquistion of "Derivative Securities". All of the shares have since vested. The Janaury 19, 2010 vesting was previously reported on a Form 4 filed April 15, 2010. The vesting of the remaining 33,333 was not previously reported on Form 4 and the shares of restricted stock have been incorrectly reports as derivative securities in all of Mr. Tardugno's Forms 4 between January 19, 2008 through April 15, 2010. The restricted stock vested as follows: 16,667 on Janaury 19, 2008 and 16,666 on January 19, 2009.
(2)	Represents the shares/derivative securities beneficially owned as of the date of this filing, April 30, 2010

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