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
       (State or Other Jurisdiction of Incorporation or Organization)

                                 01-0355758
                   (I.R.S. Employer Identification Number)

            Wheat Road & Lincoln Avenue, Buena, New Jersey  08310
                               (856) 697-1441
    (Address, Including Zip Code and Telephone Number, Including Area Code,
                of Registrant's Principal Executive Offices)

                  IGI, INC. 1999 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

Robert E. McDaniel                           Copies to:
IGI, Inc.                                    Paul C. Remus, Esquire
Wheat Road & Lincoln Avenue                  Devine, Millimet & Branch, P.A.
Buena, New Jersey 08310                      111 Amherst Street
(856) 697-1441                               P.O. Box 719
(Name and Address, Including Zip Code,       Manchester, New Hampshire  03105
and Telephone Number, Including              (603) 669-1000
Area Code, of Agent for Service of
Process)

      Approximate date of commencement of proposed sale to public:  From
time to time after the effective date of this registration statement.


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Each                            Proposed              Proposed
  Class of                               Maximum               Maximum             Amount of
Securities To        Amount to be     Offering Price          Aggregate           Registration
Be Registered         Registered       Per Share (1)      Offering Price (1)          Fee
----------------------------------------------------------------------------------------------
<S>                     <C>               <C>                 <C>                    <C>
Common Stock            675,000           $0.6875             $464,063               $137
$.01 par value
----------------------------------------------------------------------------------------------
<FN>
<F1>  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 December
      15, 2000 in accordance with Rules 457(c) and 457(h) of the Securities
      Act of 1933.
</FN>
</TABLE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I is included in documents sent or
      given to participants in the Registrant's 1999 Director Stock Option
      Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
      amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      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 (the "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.

      Item 4.  Description of Securities

      Not applicable.

      Item 5.  Interests of Named Experts and Counsel

      Not applicable.

      Item 6.  Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of Delaware
      provides that a corporation has the power to indemnify a director,
      officer, employee or agent of the corporation and certain other
      persons serving at the request of the corporation in related
      capacities against amounts paid and expenses incurred in connection
      with an action or proceeding to which he is or is threatened to be
      made a party by reason of such position, if such person shall have
      acted in good faith and in a manner he reasonably believed to be in
      or not opposed to the best interests of the corporation, and, in any
      criminal proceeding, if such person had no reasonable cause to
      believe his conduct was unlawful, provided that, in the case of
      actions brought by or in the right of the corporation, no
      indemnification shall be made with respect to any matter as to which
      such person shall have been adjudged to be liable to the corporation
      unless and only to the extent that the adjudicating court determines
      that such indemnification is proper under the circumstances. The
      Registrant's Certificate of Incorporation, as amended, provides that
      the Registrant shall indemnify any and all persons whom it shall have
      the power to indemnify under Section 145 to the fullest extent
      permitted by the Delaware General Corporation Law.

      The Registrant has a directors and officers liability policy that
      insures the Registrant's officers and directors against certain
      liabilities.

      Item 7.  Exemption from Registration Claimed

      Not applicable.

      Item 8.  Exhibits

      The Exhibit Index immediately preceding the exhibits is incorporated
      herein by reference.

      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;

                  (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 with or furnished to the Commission by the Registrant
            pursuant to Section 13 or Section 15(d) of 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)   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. In the event that a claim for indemnification against
      such liabilities (other than the payment by the Registrant of
      expenses incurred or paid by a director, officer or controlling
      person of the Registrant in the successful defense of any action,
      suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being
      registered, the Registrant will, unless in the opinion of its counsel
      the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Act and will be governed by the final adjudication of such issue.

                                 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 18th day of
December, 2000.

                                       IGI, INC.


                                       /s/ Robert E. McDaniel
                                       ------------------------------------

                              POWER OF ATTORNEY

We, the undersigned officers and directors of IGI, Inc., hereby severally
constitute and appoint Edward B. Hager, Robert E. McDaniel and John
Ambrose, 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 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.

<TABLE>
<CAPTION>
      Signature                                Title                        Date
      ---------                                -----                        ----

<S>                                   <C>                             <C>
/s/ Edward B. Hager, M.D.             Chairman of the Board           December 18, 2000
----------------------------
EDWARD B. HAGER, M.D.

/s/ Robert E. McDaniel                Chief Executive Officer         December 18, 2000
----------------------------          (Principal executive
ROBERT E. MCDANIEL                    officer)

/s/ John Ambrose                      President                       December 18, 2000
----------------------------
JOHN AMBROSE

/s/ Domenic N. Golato                 Senior Vice President and       December 18, 2000
----------------------------          Chief Financial Officer
DOMENIC N. GOLATO                     (Principal financial officer
                                      and Principal accounting
                                      officer)

/s/ Stephen J. Morris                 Director                        December 18, 2000
----------------------------
STEPHEN J. MORRIS

/s/ Terrence D. Daniels               Director                        December 18, 2000
----------------------------
TERRENCE D. DANIELS

/s/ Jane E. Hager                     Director                        December 18, 2000
----------------------------
JANE E. HAGER

/s/ Constantine L. Hampers, M.D.      Director                        December 18, 2000
----------------------------
CONSTANTINE L. HAMPERS, M.D.

/s/ Terrence O'Donnell                Director                        December 18, 2000
----------------------------
TERRENCE O'DONNELL

/s/ Donald W. Joseph                  Director                        December 18, 2000
----------------------------
DONALD W. JOSEPH
</TABLE>

      The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of each of the above-
indicated directors or officers of IGI, Inc. pursuant to powers of attorney
executed by each such director or officer.

                                       /s/ Robert E. McDaniel
                                       Robert E. McDaniel, Attorney-in-Fact


                              INDEX TO EXHIBITS

Exhibit Number                  Description
--------------                  -----------

      5.1           Opinion of Counsel regarding legality

     23.1           Consent of Independent Public Accountants

     23.2           Consent of Counsel  (included in Exhibit 5.1)

     24             Power of Attorney  (contained within signature page)

     99.1           IGI, Inc. 1999 Director Stock Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "igi-s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16028}]
{"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": "333-52312", "film-number": "792639"}, "business-address": {"street1": "WHEAT RD AND LINCOCN AVE", "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"}}
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
       (State or Other Jurisdiction of Incorporation or Organization)

                                 01-0355758
                   (I.R.S. Employer Identification Number)

            Wheat Road & Lincoln Avenue, Buena, New Jersey  08310
                               (856) 697-1441
    (Address, Including Zip Code and Telephone Number, Including Area Code,
                of Registrant's Principal Executive Offices)

                  IGI, INC. 1999 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

Robert E. McDaniel                           Copies to:
IGI, Inc.                                    Paul C. Remus, Esquire
Wheat Road & Lincoln Avenue                  Devine, Millimet & Branch, P.A.
Buena, New Jersey 08310                      111 Amherst Street
(856) 697-1441                               P.O. Box 719
(Name and Address, Including Zip Code,       Manchester, New Hampshire  03105
and Telephone Number, Including              (603) 669-1000
Area Code, of Agent for Service of
Process)

      Approximate date of commencement of proposed sale to public:  From
time to time after the effective date of this registration statement.

                       CALCULATION OF REGISTRATION FEE
Title of Each                            Proposed              Proposed
  Class of                               Maximum               Maximum             Amount of
Securities To        Amount to be     Offering Price          Aggregate           Registration
Be Registered         Registered       Per Share (1)      Offering Price (1)          Fee
----------------------------------------------------------------------------------------------
Common Stock            675,000           $0.6875             $464,063               $137
$.01 par value
----------------------------------------------------------------------------------------------
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 December
      15, 2000 in accordance with Rules 457(c) and 457(h) of the Securities
      Act of 1933.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I is included in documents sent or
      given to participants in the Registrant's 1999 Director Stock Option
      Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
      amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      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 (the "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.

      Item 4.  Description of Securities

      Not applicable.

      Item 5.  Interests of Named Experts and Counsel

      Not applicable.

      Item 6.  Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of Delaware
      provides that a corporation has the power to indemnify a director,
      officer, employee or agent of the corporation and certain other
      persons serving at the request of the corporation in related
      capacities against amounts paid and expenses incurred in connection
      with an action or proceeding to which he is or is threatened to be
      made a party by reason of such position, if such person shall have
      acted in good faith and in a manner he reasonably believed to be in
      or not opposed to the best interests of the corporation, and, in any
      criminal proceeding, if such person had no reasonable cause to
      believe his conduct was unlawful, provided that, in the case of
      actions brought by or in the right of the corporation, no
      indemnification shall be made with respect to any matter as to which
      such person shall have been adjudged to be liable to the corporation
      unless and only to the extent that the adjudicating court determines
      that such indemnification is proper under the circumstances. The
      Registrant's Certificate of Incorporation, as amended, provides that
      the Registrant shall indemnify any and all persons whom it shall have
      the power to indemnify under Section 145 to the fullest extent
      permitted by the Delaware General Corporation Law.

      The Registrant has a directors and officers liability policy that
      insures the Registrant's officers and directors against certain
      liabilities.

      Item 7.  Exemption from Registration Claimed

      Not applicable.

      Item 8.  Exhibits

      The Exhibit Index immediately preceding the exhibits is incorporated
      herein by reference.

      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;

                  (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 with or furnished to the Commission by the Registrant
            pursuant to Section 13 or Section 15(d) of 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)   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. In the event that a claim for indemnification against
      such liabilities (other than the payment by the Registrant of
      expenses incurred or paid by a director, officer or controlling
      person of the Registrant in the successful defense of any action,
      suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being
      registered, the Registrant will, unless in the opinion of its counsel
      the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Act and will be governed by the final adjudication of such issue.

                                 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 18th day of
December, 2000.

                                       IGI, INC.

                                       /s/ Robert E. McDaniel
                                       ------------------------------------

                              POWER OF ATTORNEY

We, the undersigned officers and directors of IGI, Inc., hereby severally
constitute and appoint Edward B. Hager, Robert E. McDaniel and John
Ambrose, 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 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 of the Board           December 18, 2000
----------------------------
EDWARD B. HAGER, M.D.

/s/ Robert E. McDaniel                Chief Executive Officer         December 18, 2000
----------------------------          (Principal executive
ROBERT E. MCDANIEL                    officer)

/s/ John Ambrose                      President                       December 18, 2000
----------------------------
JOHN AMBROSE

/s/ Domenic N. Golato                 Senior Vice President and       December 18, 2000
----------------------------          Chief Financial Officer
DOMENIC N. GOLATO                     (Principal financial officer
                                      and Principal accounting
                                      officer)

/s/ Stephen J. Morris                 Director                        December 18, 2000
----------------------------
STEPHEN J. MORRIS

/s/ Terrence D. Daniels               Director                        December 18, 2000
----------------------------
TERRENCE D. DANIELS

/s/ Jane E. Hager                     Director                        December 18, 2000
----------------------------
JANE E. HAGER

/s/ Constantine L. Hampers, M.D.      Director                        December 18, 2000
----------------------------
CONSTANTINE L. HAMPERS, M.D.

/s/ Terrence O'Donnell                Director                        December 18, 2000
----------------------------
TERRENCE O'DONNELL

/s/ Donald W. Joseph                  Director                        December 18, 2000
----------------------------
DONALD W. JOSEPH
The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of each of the above-
indicated directors or officers of IGI, Inc. pursuant to powers of attorney
executed by each such director or officer.

                                       /s/ Robert E. McDaniel
                                       Robert E. McDaniel, Attorney-in-Fact

                              INDEX TO EXHIBITS

Exhibit Number                  Description
--------------                  -----------

      5.1           Opinion of Counsel regarding legality

     23.1           Consent of Independent Public Accountants

     23.2           Consent of Counsel  (included in Exhibit 5.1)

     24             Power of Attorney  (contained within signature page)

     99.1           IGI, Inc. 1999 Director Stock Incentive Plan