UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                        -----------------------------

                                 FORM 10-K/A
                              (Amendment No. 1)

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934
                 For the fiscal year ended December 31, 2004

                                     OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934
     For the transition period from _______________ to _______________.

                      Commission file number 001-08568

                        -----------------------------

                                  IGI, Inc.
           (Exact name of registrant as specified in its charter)

                Delaware                                     01-0355758
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

      105 Lincoln Ave., Buena, NJ                             08310
(Address of principal executive offices)                    (Zip Code)

     Registrant's telephone number, including area code: (856) 697-1441

         Securities registered pursuant to Section 12(b) of the Act:

     Title of each class          Name of each exchange on which registered
     -------------------          -----------------------------------------
Common Stock-$0.01 Par Value              American Stock Exchange

      Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    Yes  [X]    No  [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.    [ ]

Indicate by check mark whether the registrant is an accelerated filer (as 
defined in Rule 12b-2 of the Act).    Yes  [ ]    No  [X]

The aggregate market value of the registrant's common stock held by non-
affiliates on June 30, 2004 (based on the closing stock price on the 
American Stock Exchange) on such date was approximately $17,490,000.

As of March 15, 2005, there were 11,732,880 shares of common stock 
outstanding.

                 Documents Incorporated By Reference
Certain information contained in the definitive Proxy Statement for the 
Company's Annual Meeting of Stockholders to be held on May 23, 2005 is 
incorporated by reference into Part III hereof.





                              Explanatory Note

      On April 12, 2005, IGI, Inc. filed its Annual Report on Form 10-K for 
the fiscal year ended December 31, 2004.  This Amendment No. 1 has been 
filed to correct typographical errors in Exhibit 23.2 "Consent of 
Independent Registered Public Accounting Firm" of our Form 10-K, by 
changing the date from December 1, 2004 to December 31, 2004 and changing 
comprehensive income to comprehensive income (loss).  A copy of the 
corrected consent is attached hereto as Exhibit 23.2.





                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.


Date:  April 15, 2005                 IGI, Inc.

                                       By:  /s/Frank Gerardi
                                            -------------------------------
                                            Frank Gerardi
                                            Chairman and Chief Executive 
                                            Officer