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

                                  FORM 8-K

            CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES ACT OF 1934

Date of Report (date of earliest event reported):  June 21, 2004

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

            DELAWARE                  1-08568              01-0355758
(State or other jurisdiction of     (Commission          (IRS Employer
 incorporation or organization)     File Number)     Identification Number)

           105 LINCOLN AVENUE                                08310
           BUENA, NEW JERSEY
(Address of principal executive offices)                   (Zip Code)

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

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 [ ]

          SPECIAL NOTE REGARDING CERTAIN STATEMENTS AND REFERENCES

      Statements in this Current Report on Form 8-K concerning engagement
of Amper, Politziner & Mattia, P.C. to serve as the new principal
independent accountants for IGI, Inc. ("the Company"), and any other
statements set forth herein, as well as the documents referred to in this
Report, contain certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Any statements that
are not statements of historical fact (including statements containing the
words "believes," "plans," "anticipates," "expects," "estimates" and
similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including, without limitation, IGI's ability to
realize anticipated benefits and opportunities and to implement
successfully proposed strategies; competitive pressures; and the other
factors described in IGI's Annual Report on Form 10-K for the year ended
December 31, 2003, which factors are incorporated herein by reference. The
Company cautions readers to consider carefully these and other such
factors. Further, such forward-looking statements speak only as of the date
on which such statements are made. The Company disclaims any intention or
obligation to update forward-looking statements as a result of developments
occurring after the date of this document.





      The Company's Web site address is www.askigi.com. References, if any,
in this Current Report on Form 8-K and the exhibits hereto, if any, to
www.askigi.com, any variations thereof or any other uniform resource
locator, or URL, are inactive textual references only. The information on
the Company's Web site or at any other URL is not incorporated by reference
into this Current Report on Form 8-K and should not be considered to be a
part of this document.


Item 4.  Change in Registrant's Certifying Accountant.
         ---------------------------------------------

      On June 21, 2004, the Audit Committee of the IGI, Inc. Board of
Directors engaged the Certified Public Accounting Firm of Amper, Politziner
& Mattia, P.C., with main offices located at 2015 Lincoln Highway, Edison,
New Jersey 08818, to serve as the Company's new principal independent
auditors.

                                  SIGNATURE
                                  ---------

      Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                            IGI, Inc.

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

Dated: June 21, 2004


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