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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

      Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Antigenics Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

     Payment of Filing Fee (Check the appropriate box):

      x No fee required.

      o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1) Title of each class of securities to which transaction applies:

         (2) Aggregate number of securities to which transaction applies:

 (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

         (4) Proposed maximum aggregate value of transaction:

         (5) Total fee paid:

      o Fee paid previously with preliminary materials:

      (1) Amount previously paid:

      (2) Form, Schedule or Registration Statement No.:

      (3) Filing Party:

      (4) Date Filed:

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ANTIGENICS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

      Our 2005 Annual Meeting of Stockholders will be held at 3 West Club, 3 West 51st Street, New York, New York at 5:00 p.m., June 1, 2005 for the following purposes:

      1. To elect Garo H. Armen, Ph.D., Tom Dechaene, Mark Kessel and Alastair J.J. Wood, M.D. as directors to hold office for terms of three years and until their respective successors are elected and qualified.

      2. To transact any other business that may properly come before the meeting or any adjournment of the meeting.

      Only stockholders of record at the close of business on April 5, 2005 will be entitled to vote at the meeting or any adjournment. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the meeting for ten days before the meeting during ordinary business hours at our principal executive offices at 630 Fifth Avenue, Suite 2100, New York, New York 10111.

      It is important that your shares be represented at the meeting. Therefore, whether or not you plan to attend the meeting, please complete your proxy and return it in the enclosed envelope, which requires no postage if mailed in the United States. If you attend the meeting and wish to vote in person, your proxy will not be used. Many stockholders can vote their shares on the Internet or by telephone. For Internet or telephone voting, instructions are printed on your proxy card.

Proxy Material Mailing Date: April 21, 2005

TABLE OF CONTENTS

ANTIGENICS INC.

630 Fifth Avenue, Suite 2100

New York, New York 10111

Telephone: (212) 994-8200

Proxy Statement

      Our board of directors is soliciting your proxy for use at our 2005 Annual Meeting of Stockholders to be held at 5:00 p.m. on Wednesday, June 1, 2005 and at any adjournments of the meeting. This proxy statement and accompanying proxy are first being sent or given to stockholders on or about April 21, 2005.

      The principal business expected to be transacted at the meeting, as more fully described in this proxy statement, will be the election of four directors.

      The authority granted by an executed proxy may be revoked at any time before its exercise by filing with our Secretary a written revocation or a duly executed proxy bearing a later date or by voting in person at the meeting.

      We will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of stock. In addition to the use of mails, proxies may be solicited by our officers and employees in person or by telephone.

      Only stockholders of record at the close of business on April 5, 2005 will be entitled to vote at the meeting. On that date, we had outstanding 45,564,652 shares of common stock, $0.01 par value, each of which is entitled to one vote. The presence at the meeting, in person or by proxy, of a majority in interest of the voting capital stock issued and outstanding and entitled to vote at the meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes will be considered present for purposes of determining the presence of a quorum. Broker non-votes are proxies submitted by brokers that do not indicate a vote for one or more proposals because the brokers do not have discretionary voting authority and have not received instructions from the beneficial owners on how to vote on these proposals.

ELECTION OF DIRECTORS

       We currently have ten directors. Our directors are divided into three classes with each class being as equal in size as possible. Each class of directors is elected for a three-year term.

      Four directors have been nominated for re-election to a term of office expiring in 2008: Garo H. Armen, Ph.D., Tom Dechaene, Mark Kessel and Alastair J.J. Wood, M.D. Unless the enclosed proxy withholds authority to vote for these directors or is a broker non-vote, the shares represented by such proxy will be voted for the election of Garo H. Armen, Ph.D., Tom Dechaene, Mark Kessel and Alastair J.J. Wood, M.D. If any of these nominees is unable to serve, which is not expected, the shares represented by the enclosed proxy will be voted for such other candidate as may be nominated by the board of directors.

      Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on the election of directors at the meeting.

      Below please find information about the nominees for director and each other person whose term of office as a director will continue after the meeting.

Nominees for Election as Directors

Committees of the Board

      We have four standing board committees: Audit and Finance, Compensation, Corporate Governance, and Litigation. Our board of directors has adopted charters for the Audit and Finance, Compensation, and Corporate Governance committees. Copies of these charters are available on our website at www.antigenics.com. (No material on our website is part of this proxy statement.)

      During 2004, our Compensation Committee consisted of two independent directors: Ms. Eisen (Chair) and Mr. Jordan. Our Compensation Committee acts for the board of directors with respect to our compensation practices and their implementation. It sets and implements the compensation of our executive officers, administers the 1999 Equity Incentive Plan and the 1999 Employee Stock Purchase Plan and makes recommendations regarding compensation of non-management directors. Our Compensation Committee held four meetings in 2004. For more information about our Compensation Committee, please read the “Compensation Committee Report on Executive Compensation.” Effective as of January 1, 2005, the Compensation Committee consists of three independent directors: Ms. Eisen (Chair), Mr. Afeyan and Mr. Jordan.

      During 2004, our Audit and Finance Committee consisted of three “independent” directors (determined under the rules of The Nasdaq Stock Market): Messrs. Dechaene (Chair) and AtLee and Ms. Eisen. Our Audit and Finance Committee is responsible for providing the board of directors with an independent review of our financial health, controls and reporting. Its primary functions are to select our independent auditor, review the results of the annual audit and the auditors’ reports, and assess the adequacy of our financial controls and procedures. Our Audit and Finance Committee held twelve meetings in 2004. Our board of directors has determined that Mr. Dechaene is an audit committee financial expert, as that term is defined in SEC regulations. For more information about our Audit and Finance Committee, please read the “Report of the Audit and Finance Committee.” Effective as of January 1, 2005, the Audit and Finance Committee consists of three independent directors: Messrs. Dechaene (Chair) and de Chadarevian and Ms. Eisen.

      For the period of January 1, 2004 through September 8, 2004, our Corporate Governance Committee consisted of Messrs. AtLee (Chair) and Kessel. Effective September 8, 2004, Dr. Wood joined the Corporate Governance Committee and Mr. Kessel resigned from the Committee. Our Corporate Governance Committee is responsible for recommending to our board of directors policies regarding board procedures, the process for annual evaluation of the performance of the board, and issues of corporate responsibility. Our Corporate Governance Committee also serves as our nominating committee. A copy of the Corporate Governance Committee charter is available on our website at www.antigenics.com. The Corporate Governance Committee recommended the slate of director nominees that has been proposed by the board of directors. The Corporate Governance Committee also makes recommendations to the board regarding the composition of board committees. Our Corporate Governance Committee held five meetings in 2004.

      Our Corporate Governance Committee uses multiple sources for identifying and evaluating nominees for director positions, including referrals from current directors and input from third-party search firms. Third-party search firms we engage typically assist us in identifying, assessing and recruiting individuals. Candidates identified in this manner are evaluated by the committee by reviewing the candidates’ biographical information and qualifications and checking the candidates’ references.

      Our Litigation Committee consists of two members: Mr. Kessel (Chair) and Mr. AtLee. The primary role of the Litigation Committee is to oversee, and make decisions with respect to, our involvement in litigation relating to our initial public offering. Neither Mr. Kessel nor Mr. AtLee served on our board of directors at the time of our IPO.

      Alastair J.J. Wood, M.D. is being nominated for election to the board of directors for the first time. Dr. Wood was appointed to the Board on September 8, 2004. Dr. Wood was brought to the attention of the board of directors by Mr. Kessel. Dr. Wood was then evaluated by the Corporate Governance Committee. Upon the completion of our Corporate Governance Committee’s evaluation, the committee recommended that the board of directors elect Dr. Wood as director.

Consideration of Director Nominees

      Our Corporate Governance Committee, acting in its capacity as our nominating committee, recommends candidates for nomination to the board of directors. The committee is responsible for reviewing with the board the appropriate personal characteristics and professional competencies preferred

of board members who are expected to work together as a team to properly oversee our strategies and operations. In general, all directors are expected to possess certain personal characteristics necessary to create a highly functional and collegial board, which include personal and professional integrity; practical wisdom and mature judgment; an inquisitive and objective perspective; and time availability for performing the duties of a director.

      In addition, the board as a group is expected to encompass a range of professional competencies relevant to overseeing our business. These professional competencies include accounting and financial literacy, industry knowledge, medical or scientific knowledge and management experience. Finally, candidates should be enthusiastic about service on our board and working collaboratively with existing board members to create value for all of our stockholders.

      The Corporate Governance Committee does not have a formal policy with regard to the consideration of director candidates recommended by stockholders because it does not believe such a policy is necessary given that no otherwise unaffiliated stockholder has ever recommended a director candidate. If the committee were to receive a recommendation for a director candidate from a stockholder, however, the committee expects that it would evaluate such a candidate using the criteria described above for evaluating director candidates brought to its attention through other channels.

Attendance at Board Meetings

      The board of directors held ten meetings during 2004. Each director attended at least 75% of all meetings of the board and of all committees of the board on which he or she served.

Independent Directors

      Our board of directors has determined that Noubar Afeyan, Frank V. AtLee III, Gamil G. de Chadarevian, Tom Dechaene, Peggy Eisen, Bill Jordan and Alastair J.J. Wood, M.D. are “independent” under the rules of The Nasdaq Stock Market. These independent directors meet regularly in executive session. Mr. AtLee serves as Lead Director and chairs the meetings of the independent directors.

Director Attendance at Annual Meetings

      One of our corporate governance guidelines is that each director who is up for election at an annual meeting of stockholders or who has a term that continues after the meeting is expected to attend the annual meeting of stockholders. Our board of directors believes that such directors should miss annual stockholder meetings only for reasons that would justify absence from a regularly scheduled meeting of the board of directors. Garo Armen, Frank V. AtLee III, Gamil G. de Chadarevian, Tom Dechaene, Peggy Eisen, Bill Jordan, Mark Kessel and Pramod K. Srivastava all attended our 2004 annual stockholders meeting.

Stockholder Communications with the Board

      Any stockholder who wishes to communicate with the board of directors may write to us at 630 Fifth Avenue, Suite 2100, New York, NY 10111 Attention: Lead Director. Depending on the subject matter, management will forward the communication or a summary of its contents to the Lead Director, the individual the board of directors has designated to receive such correspondence. Management will determine the proper response to materials of a commercial nature, which generally will not be forwarded to the Lead Director. Complaints regarding accounting, internal accounting controls and auditing matters will be forwarded to the chair of the Audit and Finance Committee. At regular meetings of the board of directors, the Lead Director will review significant correspondence received from stockholders.

Director Compensation

      Employee directors do not receive any additional compensation for their services on the board. Non-employee directors with the exception of Dr. Srivastava, who is a consultant to the Company, are eligible to receive the following compensation for services as directors:

      The rates set forth above were effective in 2004 and are expected to remain unchanged for 2005.

      We also reimburse directors for reasonable travel and out-of-pocket expenses in connection with their service as directors.

Deferred Compensation

      Our Director’s Deferred Compensation Plan permits each non-employee director to defer all or a portion of his or her cash compensation until his or her service as director ends or until a specified date. A director may credit his or her deferred cash compensation to an interest bearing account, a notional stock account, or a combination of both.

Stock Compensation

      Directors also participate in Antigenics’ 1999 Equity Incentive Plan. Under the option program for directors adopted by the board, our non-employee directors receive stock option grants as follows:

     In March 1995, we entered into a consulting agreement with Dr. Pramod Srivastava, our Founding Scientist. This agreement was scheduled to expire in March 2005 but was extended for an additional one-year period until March 2006. This agreement will automatically renew for additional one-year periods unless we or Dr. Srivastava decide not to extend the agreement. In 2004, we paid Dr. Srivastava $175,000 for his consulting services, a cash bonus of $135,000 for services performed in 2003 and granted him options to purchase 120,000 shares of our common stock. In January 2005 we paid Dr. Srivastava $175,000 for consulting services performed and to be performed in 2005. In addition, in 2005 the Compensation Committee approved a cash bonus for Dr. Srivastava of $135,000 for services performed in 2004, and approved a stock option grant to him to purchase of 120,000 shares of our common stock.

STOCK PERFORMANCE GRAPH

       The following graph shows the cumulative total stockholder return on our common stock over the period from February 4, 2000 (the first trading day of common stock) to December 31, 2004, as compared with that of the NASDAQ Stock Market (U.S. Companies) Index and the NASDAQ Pharmaceuticals Index, based on an initial investment of $100 in each on February 4, 2000. Total stockholder return is measured by dividing share price change plus dividends, if any, for each period by the share price at the beginning of the respective period, and assumes reinvestment of dividends.

COMPARISON OF CUMULATIVE TOTAL RETURN OF ANTIGENICS INC.,

NASDAQ STOCK MARKET (U.S. COMPANIES) INDEX AND

AND NASDAQ PHARMACEUTICALS INDEX

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

       The Compensation Committee Report set forth below describes the compensation philosophies and programs applicable to our executive officers. The Compensation Committee consists entirely of independent directors who are not officers or employees of Antigenics.

General Philosophy

      Our success in attaining our long- and short-term strategic objectives will in large part be determined by our ability to attract, motivate and retain executive officers with demonstrated talent, managerial leadership skills and the potential to grow with the organization. A competitive compensation program is critical to our efforts. Our executive compensation package consists of base salary, an annual incentive bonus and long term compensation in the form of stock options. In light of our stage of development and the importance of achieving our long- and short-term strategic objectives, considerable emphasis is placed on the annual incentive bonus and equity-based compensation components of the total compensation package. To attempt to ensure that our compensation arrangements are competitive, the Compensation Committee compares Antigenics’ compensation practices and levels annually with those of other

biotechnology companies with which we compete for talent and which are of comparable size and stage of development. The Compensation Committee relies on published compensation survey data as well as data available in proxy statements from a selected peer group of companies in making these determinations.

Base Salary

      Base salary levels are designed to recognize an individual executive’s ongoing contribution, to reflect the individual executive’s experience and responsibilities, and to be competitive with market benchmarks. Increases in annual salaries are based on evaluation of skill, effectiveness and leadership, and by comparing how an individual has performed essential job requirements against what was envisioned for the job. Salary adjustments are also based on general market compensation levels. The Compensation Committee does not use a specific formula based on these criteria but instead makes the evaluation of each executive officer’s contribution in light of all such criteria.

Annual Incentive Bonus

      In 2003 the Compensation Committee adopted an Executive Incentive Plan (EIP). The purpose of the EIP is to provide additional incentives for executive officers to contribute to the success of the company. The plan provides significant competitive incentive awards which relate directly to the achievement of corporate objectives and individual performance goals. This, in turn, is expected to promote the interests of stockholders and enhance our ability to attract, motivate and retain high performing executive officers. Target incentive awards typically range from 30-50% of an executive officer’s base salary. Funding for the target incentive awards is based on the extent to which we achieve a predetermined set of corporate objectives and milestones. Individual awards are adjusted to reflect the individual executive officer’s contribution to achieving these corporate objectives and milestones.

Stock Options

      We grant stock options to executive officers under our 1999 Equity Incentive Plan. Our stock option program is designed to directly align the long-term financial interests of our executive officers and our stockholders, to assist in the retention of executive officers by providing meaningful ownership interest in Antigenics that vests over time, and to encourage our executive officers to think and act like owners of the business. Antigenics has generally used a five-year vesting period and a ten-year exercise period for stock option grants. Beginning with grants made in February 2004 we changed the vesting period from five to four years to be more consistent with market practice. The exercise price for all stock options granted in 2004 and so far in 2005 equaled the fair market value of the common stock on the date of the grant.

      We typically grant stock options to new executive officers when they start employment and on an annual basis and upon promotions to positions of greater responsibility. In determining the size of an annual executive grant we consider the position level, the degree to which the executive’s contributions impacted our results in the past year, the importance of the executive’s skills to our future success, the size of the executive’s current equity position, and competitive market benchmarks.

Chief Executive Officer Compensation

      Dr. Armen is eligible to participate in the same executive compensation plans available to our other executive officers. In determining Dr. Armen’s compensation for each of 2002, 2003 and 2004, the Compensation Committee applied the executive compensation philosophy and programs described above. In January 2002, Dr. Armen’s salary level was increased to $400,000. There was no change to Dr. Armen’s salary level in 2003. In March of 2003, we paid Dr. Armen an incentive bonus of $120,000, and the Compensation Committee approved a stock option grant to purchase 75,000 shares of our common stock, for services performed during 2002.

      In 2004, we paid Dr. Armen an incentive bonus of $170,000, and the Compensation Committee approved a stock option grant to purchase 175,000 shares of our common stock, for services performed in 2003. In addition, in January 2004, Dr. Armen’s salary level was increased to $420,000. On March 10, 2005, the Board of Directors ratified the recommendation of the Compensation Committee and awarded Dr. Armen an incentive bonus of $174,300 and a stock option grant to purchase 300,000 shares of our common stock, for services performed in 2004. In addition, Dr. Armen’s salary level was increased to $440,000. The Committee evaluated Dr. Armen’s performance by considering various factors, including the breadth of Dr. Armen’s responsibilities and progress made by us toward our goals and strategic milestones.

EXECUTIVE COMPENSATION

Compensation of Our Executive Officers

      The following table summarizes the compensation paid to or earned during the fiscal years ended December 31, 2004, 2003 and 2002 by our chief executive officer and our four other most highly compensated executive officers. We refer to these persons as named executive officers.

Summary Compensation Table

2004 Option Grants

      The following table contains certain information regarding stock option grants during the twelve months ended December 31, 2004 by us to the named executive officers:

Option Grants in Last Fiscal Year

Option Exercises and Year-End Option Values

      The following table provides information about the number of shares issued upon option exercises by the named executive officers during the year ended December 31, 2004, and the value realized by the named executive officers. The table also provides information about the number and value of options held by the named executive officers at December 31, 2004.

Aggregated Option Exercises in Last Fiscal Year and

Fiscal Year-End Option Values

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

       During 2004, our Compensation Committee consisted of Ms. Eisen and Mr. Jordan. As of January 1, 2005, the Compensation Committee consists of Ms. Eisen, Mr. Afeyan and Mr. Jordan. None of our Compensation Committee members is an officer or employee of Antigenics; however, Dr. Armen, our Chairman and Chief Executive Officer, has participated in compensation discussions with the committee.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

       The Audit and Finance Committee of the board of directors consists entirely of independent directors who are not officers or employees of Antigenics. The board of directors has adopted a written charter for the Audit and Finance Committee, the current version of which is available on our website at www.antigenics.com.

      In the course of its oversight of our financial reporting process, the Audit and Finance Committee of the board of directors has (1) reviewed and discussed with management our audited consolidated financial statements for the fiscal year ended December 31, 2004, (2) discussed with KPMG LLP, our independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, and (3) received the written disclosures and the letter from the auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, discussed with the auditors their independence, and considered whether the provision of permissible nonaudit services by the auditors is compatible with maintaining their independence.

      Based on the foregoing review and discussions, the Audit and Finance Committee recommended to the board of directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the Securities and Exchange Commission.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       As of December 31, 2004, we had invested $2,250,000 in a limited partnership, AGTC. Our total capital commitment to AGTC is $3,000,000. The general partner of the limited partnership is AGTC Partners, L.P. Noubar Afeyan, Ph.D., who is one of our directors, is the Chairman and Senior Managing Director and CEO of Flagship Ventures, a partnership of funds including AGTC and, until its dissolution during 2004, NewcoGen Group Inc. In addition, Garo H. Armen, Ph.D. our chairman and chief executive officer, was a director of NewcoGen Group Inc. prior to its dissolution.

      Founder Holdings, Inc., which, indirectly, remains a significant stockholder of Antigenics, approved a stock option plan pursuant to which our officers, directors, employees and consultants may be granted options in the predecessor company. In accordance with U.S. generally accepted accounting principles, options granted under this plan are accounted for as compensation expense by us and treated as a contribution to stockholders’ equity.

      We currently have a QS-21 license and supply agreement with Neuralab Limited, a wholly owned subsidiary of Elan Corporation, plc, for use of QS-21 with an antigen in the field of Alzheimer’s disease. Garo H. Armen, Ph.D., our Chairman and Chief Executive Officer, is a board member of Elan. For the year ended December 31, 2004, no revenues were earned under these agreements and accordingly, at December 31, 2004, we had no amounts due to us under these agreements.

      In March 1995, we entered into a consulting agreement with Dr. Pramod Srivastava, our Founding Scientist. This agreement was scheduled to expire in March 2005 but was extended for an additional one-year period until March 2006. This agreement will automatically renew for additional one-year periods unless we or Dr. Srivastava decide not to extend the agreement. In 2004, we paid Dr. Srivastava $175,000 for his consulting services, a cash bonus of $135,000 for services performed in 2003 and granted him options to purchase 120,000 shares of our common stock. In January 2005 we paid Dr. Srivastava $175,000 for consulting services performed and to be performed in 2005. In addition, in 2005 the Compensation Committee approved a cash bonus for Dr. Srivastava of $135,000 for services performed in 2004, and approved a stock option grant to him to purchase of 120,000 shares of our common stock.

      In February 1998 we entered into a research agreement with the University of Connecticut Health Center (UConn) to fund research in Dr. Pramod Srivastava’s laboratory at UConn. Dr. Srivastava is a member of the faculty of the University of Connecticut School of Medicine and one of our directors. The research agreement was amended on December 30, 2003, to extend the term to December 31, 2008 and calls for payments to UConn totaling a minimum of $6,750,000, payable quarterly at the rate of $337,500 (contingent on the continuing employment of Dr. Srivastava by UConn). In return, we have an option to obtain an exclusive license to new inventions (as defined in the research agreement) subject to our payment to UConn of royalties at varying rates upon commercialization of a product utilizing technology discovered under the research agreement. In February 2005, the research agreement was further amended to agree to pay to UConn an additional one-time payment of $135,000 for additional costs associated with activities to be performed under the research agreement in 2005.

      In September 2004, we entered into a $60,000 one-year service agreement with Techsoft, Inc. d.b.a Medical Systems and NG Techsoft Pvt. for data management services. Navin Gupta is the President and CEO of Techsoft, Inc. d.b.a Medical Systems, Director and Chairman of the Board of NG Techsoft Pvt Ltd. and is the spouse of Renu Gupta, our Senior Vice President of Development. As of December 31, 2004, approximately $35,000 due under this agreement is included in accrued expenses. No amounts were paid under this agreement for the year ended December 31, 2004. In February 2005, we approved an amendment to the Service Agreement to extend the services and provide for additional payment for such service in excess of the original $60,000.

      On October 22, 2004, we executed a letter of intent with Symphony Capital LLC for a potential transaction to provide funding for certain of our research programs. Mr. Kessel, one of our directors, is a managing director of Symphony Capital LLC. During February 2005 this potential transaction was terminated. During 2004, we made payments to Symphony Capital LLC of $125,000 for development planning activities. At December 31, 2004, we had accrued $159,000 due to Symphony Capital LLC. During 2005, $196,000, related to such activities, was paid to Symphony Capital LLC for activities up to termination, including amounts accrued at December 31, 2004. Dr. Wood, another director, is a consultant to and has a financial interest in Symphony Capital LLC.

PRINCIPAL STOCKHOLDERS

       The following table sets forth certain information with respect to the beneficial ownership of our stock as of April 6, 2005:

      Except as otherwise noted, the persons or entities in this table have sole voting and investing power with respect to all the shares of common stock beneficially owned by them, subject to community property laws, where applicable.

      The “Percent of Class” column below is based on 45,564,652 shares of our common stock outstanding as of April 6, 2005. For purposes of the table below, we deem shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 6, 2005, to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of the person, but do not treat such shares as outstanding for the purpose of computing the percentage ownership of any other person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

(As of December 31, 2004)

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

       Our executive officers, directors and 10% stockholders are required under Section 16(a) of the Securities Exchange Act of 1934, as amended, to file reports of ownership and changes in ownership of our securities with the Securities and Exchange Commission.

      Based solely on a review of the copies of reports furnished to us, we believe that during our 2004 fiscal year, our directors, executive officers and 10% stockholders complied with all applicable Section 16(a) filing requirements other than: (i) Dr. Gupta failed to timely file a Form 4 to reflect her receipt of an option grant for 50,000 shares of our common stock on December 8, 2004, (ii) Mr. Herndon failed to timely file a Form 4 to reflect his receipt of an option grant for 50,000 shares of our common stock on December 8, 2004, (iii) Dr. Srivastava failed to timely file a Form 4 to reflect his receipt of an option grant for 120,000 shares of our common stock on March 11, 2004, (iv) Dr. Armen failed to timely file a Form 4 to reflect his receipt of an option grant for 175,000 shares of our common stock on March 11, 2004 and (v) Dr. Wood failed to timely file a Form 4 to reflect his receipt of an option grant for 25,000 shares of our common stock on September 9, 2004. Each Form 4 listed above was filed with

the Securities Exchange Commission, but was not filed within the two day time period provided for in Section 16(a).

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       The firm of KPMG LLP, independent registered public accounting firm, has audited our accounts since our inception and will do so for 2005. Our Audit and Finance Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2005. Representatives of KPMG LLP are expected to attend the annual meeting to respond to appropriate questions, and will have the opportunity to make a statement if they desire.

Audit Fees

      Fees incurred by us for professional services rendered by KPMG LLP for the audit of the annual consolidated financial statements, and of management’s assessment of, and the effective operation of, internal control over financial reporting, included in our Annual Report on Form 10-K, for the reviews of the consolidated financial statements included in our Forms 10-Q and for comfort letters, consents and review of registration statements were $357,500 for 2003 and $772,100 for 2004.

Audit-Related Fees

      Fees paid to KPMG LLP for the audit of our 401(k) Retirement Plan were $16,500 for 2003 and $22,500 for 2004.

Tax Fees

      Fees paid to KPMG LLP associated with tax compliance and tax consultation were $81,790 in 2003 and $84,290 in 2004.

All Other Fees

      We paid no other fees to KPMG LLP for 2003 and 2004.

      The Audit and Finance Committee’s policy is to approve all audit and non-audit services provided by our independent auditor prior to the commencement of the services using a combination of pre-approvals for certain engagements up to predetermined dollar thresholds in accordance with the pre-approval policy and specific approvals for certain engagements on a case-by-case basis. The Audit and Finance Committee has delegated authority to the committee chair to pre-approve between committee meetings services that have not already been pre-approved by the committee. The chair is required to report any such pre-approval decisions to the full committee at its next scheduled meeting.

STOCKHOLDER PROPOSALS

       Assuming our 2006 Annual Meeting of Stockholders is not more than 30 days before or 30 days after June 1, 2006, if you wish to bring business before the 2006 Annual Meeting, you must give us written notice by March 17, 2006 (the date 75 days before the anniversary of the 2005 Annual Meeting).

      If you intend to bring such a proposal at the 2006 Annual Meeting, and you would like us to consider the inclusion of your proposal in our proxy statement for the meeting, you must provide us written notice of such proposal prior to December 29, 2005.

      Notices of stockholder proposals should be delivered in writing to Lead Director, Antigenics Inc., 630 Fifth Avenue, Suite 2100, New York, New York 10111.

OTHER MATTERS

       The board of directors does not know of any business to come before the meeting other than the matters described in the notice. If other business is properly presented for consideration at the meeting, the enclosed proxy authorizes the persons named therein to vote the shares in their discretion.

FORM OF PROXY CARD

ANTIGENICS INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2005

     The undersigned stockholder of Antigenics Inc. (the “Company”) hereby appoints Garo H. Armen, Ph.D. and Peter Thornton and each of them acting singly, the attorneys and proxies of the undersigned, with full power of substitution, to vote on behalf of the undersigned all of the shares of capital stock of the Company that the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held on June 1, 2005, and at all adjournments thereof, hereby revoking any proxy heretofore given with respect to such shares.

     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE SIGN AND MAIL THIS PROXY TODAY
(Continued and to be signed on reverse side.)

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(REVERSE SIDE OF PROXY CARD)

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
ANTIGENICS INC.
June 1, 2005

x Please mark your votes as in this example

      

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