As filed with the Securities and Exchange Commission
                                  on May 30, 1997

                                                  Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                   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 Number)


Wheat Road & Lincoln Avenue, Buena, New Jersey              08310
----------------------------------------------              -----
   (Address of Principal Executive Offices)               (Zip Code)


                                   IGI, INC.
                             1991 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)


                             Edward B. Hager, M.D.
                            Chief Executive Officer
                                   IGI, Inc.
                          Wheat Road & Lincoln Avenue
                            Buena, New Jersey 08310
                     ---------------------------------------
                     (Name and Address of Agent for Service)

 
                                 (609) 697-1441
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)



<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
================================================================================================
Title of Securities     Amount to be    Offering Price        Aggregate          Amount of
to be Registered        Registered         Per Share       Offering Price     Registration Fee
------------------------------------------------------------------------------------------------
<S>                   <C>              <C>                <C>                <C>
 Common Stock,
 $.01 par value        700,000 shares       $4.82 (1)      $3,370,500.00 (1)      $1,021.36
================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the reported high and low prices of the
     Registrant's Common Stock on the American Stock Exchange on May 29, 1997 in
     accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.


<PAGE>

                    STATEMENT OF INCORPORATION BY REFERENCE

     Except as otherwise set forth below, this Registration Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8 (File No. 33-63700) (the "Initial Registration Statement") relating to the
Registrant's 1991 Stock Option Plan.

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 3. Incorporation of Certain Documents by Reference

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the Common Stock, $.01 par value per share
     ("Common Stock"), contained in a registration statement filed under the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.



                                      -2-
<PAGE>



     Item 9 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 9. Undertakings

     1. The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Securities and Exchange Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is ; contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.



                                      -3-
<PAGE>

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Buena, New Jersey on the 30th day of May, 1997.



                                           IGI, INC.


                                       /s/ Edward B. Hager. M.D.
                                       -------------------------------------
                                       Chairman and Chief Executive Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of IGI, Inc., hereby severally
constitute Edward B. Hager, John P. Gallo and Paul P. Brountas, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our


                                      -4-
<PAGE>


names and behalf in our capacities as officers and directors to enable IGI,
Inc. to comply with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

        Signature                       Title                         Date
        ---------                       -----                         ----


/s/ Edward B. Hager M.D.            Chairman and Chief             May 30, 1997
-------------------------------     Executive Officer
Edward B. Hager, M.D.               (Principal Executive
                                    Officer)

/s/ John P. Gallo                   President and Director         May 30, 1997
-------------------------------
John P. Gallo

/s/ Donald T. MacPhee               Vice President and Chief       May 30, 1997
-------------------------------     Financial Officer (Principal
Donald J. MacPhee                   Financial and Accounting
                                    Officer)

/s/ Jane E. Hager                       Director                   May 30, 1997
-------------------------------
Jane E. Hager

/s/ David G. Pinosky M.D.               Director                   May 30, 1997
-------------------------------
David G. Pinosky, M.D.

/s/ Terrence D. Daniels                 Director                   May 30, 1997
-------------------------------
Terrence D. Daniels

/s/ Terrence O'Donnell                  Director                   May 30, 1997
-------------------------------
Terrence O'Donnell

/s/ Constantine L. Hampers, M.D.         Director                  May 30, 1997
-------------------------------
Constantine L. Hampers, M.D.

/s/ Paul D. Paganucci                   Director                   May 30, 1997
------------------------------
Paul D. Paganucci


                                      -5-
<PAGE>

 
                                 Exhibit Index
<TABLE>
<CAPTION>

Exhibit
Number          Description                                                       Page
------          -----------                                                       ----
<S>             <C>                                                               <C>
  4.1           Certificate of Incorporation of the Registrant, as amended          *
                (incorporated by reference to Exhibit 4.1 to the Registrant's
                Registration Statement on Form S-8 (File No. 33-63700) filed on
                June 2, 1993)

  4.2           By-laws of the Registrant, as amended (incorporated by              *
                reference to Exhibit (2)(b) to the Registrant's Registration
                Statement on Form S-18 (File No. 2-72262-B) filed on May 12,
                1981)

  4.3           Specimen stock certificate for shares of Common Stock, par          *
                value $.01 per share (incorporated by reference to Exhibit
                (4) to the Registrant's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1989, filed April 2, 1990
                (the "1989 Form 10-K"))

  4.4           Rights Agreement by and between the Registrant and Fleet            *
                National Bank dated as of March 19, 1987 (incorporated by
                reference to Exhibit (4) to the Registrant's Current Report
                on Form 8-K, dated as of March 26, 1987)

  4.5           Amendment to Rights Agreement by and among the Registrant,          *
                Fleet National Bank and State Street Bank and Trust Company
                dated as of March 23, 1990 (incorporated by reference to
                Exhibit (10)(g) to the 1989 Form 10-K)

  5             Opinion of Hale and Dorr LLP                                        9

  23.1          Consent of Coopers & Lybrand L.L.P.                                 11

  23.2          Consent of Hale and Dorr LLP (included in Exhibit 5)

  24            Power of Attorney (included on the signature pages of this
                Registration Statement)

                *Incorporated herein by reference.
</TABLE>


                                      -6-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14879}]
{"company-data": {"conformed-name": "IGI INC", "cik": "0000352998", "assigned-sic": "2836", "irs-number": "010355758", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28183", "film-number": "97617369"}, "business-address": {"street1": "WHEAT ROAD AND LINCOCN AVENUE", "street2": "P O BOX 687", "city": "BUENA", "state": "NJ", "zip": "08310", "phone": "6096971441"}, "mail-address": {"street1": "WHEAT ROAD AND LINCOCN AVE", "street2": "P O BOX 687", "city": "BUENA", "state": "NJ", "zip": "08310"}, "former-company": {"former-conformed-name": "IMMUNOGENETICS INC", "date-changed": "19870814"}}
As filed with the Securities and Exchange Commission
                                  on May 30, 1997

                                                  Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   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 Number)

Wheat Road & Lincoln Avenue, Buena, New Jersey              08310
----------------------------------------------              -----
   (Address of Principal Executive Offices)               (Zip Code)

                                   IGI, INC.
                             1991 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                             Edward B. Hager, M.D.
                            Chief Executive Officer
                                   IGI, Inc.
                          Wheat Road & Lincoln Avenue
                            Buena, New Jersey 08310
                     ---------------------------------------
                     (Name and Address of Agent for Service)

 
                                 (609) 697-1441
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
================================================================================================
Title of Securities     Amount to be    Offering Price        Aggregate          Amount of
to be Registered        Registered         Per Share       Offering Price     Registration Fee
------------------------------------------------------------------------------------------------
Common Stock,
 $.01 par value        700,000 shares       $4.82 (1)      $3,370,500.00 (1)      $1,021.36
================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the reported high and low prices of the
     Registrant's Common Stock on the American Stock Exchange on May 29, 1997 in
     accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
STATEMENT OF INCORPORATION BY REFERENCE

     Except as otherwise set forth below, this Registration Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8 (File No. 33-63700) (the "Initial Registration Statement") relating to the
Registrant's 1991 Stock Option Plan.

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 3. Incorporation of Certain Documents by Reference

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the Common Stock, $.01 par value per share
     ("Common Stock"), contained in a registration statement filed under the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

                                      -2-
Item 9 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 9. Undertakings

     1. The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in this Registration Statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Securities and Exchange Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is ; contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                      -3-
(3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Buena, New Jersey on the 30th day of May, 1997.

                                           IGI, INC.

                                       /s/ Edward B. Hager. M.D.
                                       -------------------------------------
                                       Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of IGI, Inc., hereby severally
constitute Edward B. Hager, John P. Gallo and Paul P. Brountas, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our

                                      -4-
names and behalf in our capacities as officers and directors to enable IGI,
Inc. to comply with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

        Signature                       Title                         Date
        ---------                       -----                         ----

/s/ Edward B. Hager M.D.            Chairman and Chief             May 30, 1997
-------------------------------     Executive Officer
Edward B. Hager, M.D.               (Principal Executive
                                    Officer)

/s/ John P. Gallo                   President and Director         May 30, 1997
-------------------------------
John P. Gallo

/s/ Donald T. MacPhee               Vice President and Chief       May 30, 1997
-------------------------------     Financial Officer (Principal
Donald J. MacPhee                   Financial and Accounting
                                    Officer)

/s/ Jane E. Hager                       Director                   May 30, 1997
-------------------------------
Jane E. Hager

/s/ David G. Pinosky M.D.               Director                   May 30, 1997
-------------------------------
David G. Pinosky, M.D.

/s/ Terrence D. Daniels                 Director                   May 30, 1997
-------------------------------
Terrence D. Daniels

/s/ Terrence O'Donnell                  Director                   May 30, 1997
-------------------------------
Terrence O'Donnell

/s/ Constantine L. Hampers, M.D.         Director                  May 30, 1997
-------------------------------
Constantine L. Hampers, M.D.

/s/ Paul D. Paganucci                   Director                   May 30, 1997
------------------------------
Paul D. Paganucci

                                      -5-
Exhibit Index
Exhibit
Number          Description                                                       Page
------          -----------                                                       ----
4.1           Certificate of Incorporation of the Registrant, as amended          *
                (incorporated by reference to Exhibit 4.1 to the Registrant's
                Registration Statement on Form S-8 (File No. 33-63700) filed on
                June 2, 1993)

  4.2           By-laws of the Registrant, as amended (incorporated by              *
                reference to Exhibit (2)(b) to the Registrant's Registration
                Statement on Form S-18 (File No. 2-72262-B) filed on May 12,
                1981)

  4.3           Specimen stock certificate for shares of Common Stock, par          *
                value $.01 per share (incorporated by reference to Exhibit
                (4) to the Registrant's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1989, filed April 2, 1990
                (the "1989 Form 10-K"))

  4.4           Rights Agreement by and between the Registrant and Fleet            *
                National Bank dated as of March 19, 1987 (incorporated by
                reference to Exhibit (4) to the Registrant's Current Report
                on Form 8-K, dated as of March 26, 1987)

  4.5           Amendment to Rights Agreement by and among the Registrant,          *
                Fleet National Bank and State Street Bank and Trust Company
                dated as of March 23, 1990 (incorporated by reference to
                Exhibit (10)(g) to the 1989 Form 10-K)

  5             Opinion of Hale and Dorr LLP                                        9

  23.1          Consent of Coopers & Lybrand L.L.P.                                 11

  23.2          Consent of Hale and Dorr LLP (included in Exhibit 5)

  24            Power of Attorney (included on the signature pages of this
                Registration Statement)

                *Incorporated herein by reference.
-6-