SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010
								August 9, 2005

Mr. Frank Gerardi
Chairman and Chief Executive Officer
IGI, Inc.
105 Lincoln Avenue
Buena, NJ 08310

Re:	IGI, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Form 10-Q for Fiscal Quarter Ended March 31, 2005
	File No. 1-08568

Dear Mr. Gerardi:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In one of our comments, we ask you
to
provide us with more information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 9A. Controls and Procedures, page 18
1. You indicate that your disclosure controls and procedures are
generally effective.  Please revise your disclosure to clearly
indicate whether your disclosure controls and procedures are
effective or not.  Please take all matters into consideration,
including your disclosure of identified material internal control
weaknesses, and make a definitive statement about your assessment
under Rule 307 of Regulation S-K. If you conclude that your
disclosure controls and procedures are ineffective, please state
the
reasons.

Form 10-Q for the period ended March 31, 2005

Part I. Item 4. Controls and Procedures
2. You state the Company`s Chief Executive Officer and Vice
President
of Finance believe that disclosure controls and procedures were
effective as of the end of the period covered by this report.
Based
on your lack of disclosure regarding changes in internal control
over
financial reporting, it appears that the two material weaknesses
in
internal controls over financial reporting disclosed in your 2004
Form 10-K have not been corrected.  If true, tell us how the
Company`s Chief Executive Officer and Vice President of Finance
concluded that the disclosure controls and procedures were
effective
as of the end of the period covered by this report.  Please revise
your disclosure to comply with Rule 308(c) of Regulation S-K if
there
were changes in internal controls over financial reporting during
this quarter.

       As appropriate, please amend your Form 10-K for the year
ended
December 31, 2004 and Form 10-Q for the quarter ended March 31,
2005
and respond to these comments within 10 business days or tell us
when
you will respond.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	If you have any questions, please contact Mark Brunhofer,
Staff
Accountant, at (202) 551-3638 or Donald Abbott, Senior Staff
Accountant, at (202) 551-3608.  In this regard, do not hesitate to
contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

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Mr. Frank Gerardi
IGI, Inc.
August 9, 2005
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