Edgar Filing: IGI INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ODONNELL TERRENCE

2. Issuer Name and Ticker or Trading Symbol
IGI INC [IG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

40 WESTMINSTER STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2007

(Street)

PROVIDENCE, RI 02903

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2007⁽¹⁾		A		732	A	$ 2.05 ⁽¹⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽³⁾		A		918	A	$ 2.45 ⁽³⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽⁴⁾		A		385	A	$ 1.3 ⁽⁴⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽⁵⁾		A		1,200	A	$ 1.25 ⁽⁵⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽⁶⁾		A		893	A	$ 1.4 ⁽⁶⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽⁷⁾		A		840	A	$ 1.19 ⁽⁷⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽⁸⁾		A		1,596	A	$ 0.94 ⁽⁸⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽⁹⁾		A		1,136	A	$ 0.88 ⁽⁹⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹⁰⁾		A		441	A	$ 1.7 ⁽¹⁰⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹¹⁾		A		1,154	A	$ 1.3 ⁽¹¹⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹²⁾		A		1,042	A	$ 0.96 ⁽¹²⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹³⁾		A		2,586	A	$ 1.16 ⁽¹³⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹⁴⁾		A		2,353	A	$ 0.85 ⁽¹⁴⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹⁵⁾		A		2,000	A	$ 0.75 ⁽¹⁵⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹⁶⁾		A		750	A	$ 1 ⁽¹⁶⁾	187,040 ⁽²⁾	D
Common Stock	12/31/2007⁽¹⁷⁾		A		1,418	A	$ 1.41 ⁽¹⁷⁾	187,040 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 1.17

01/03/2007

15,000

01/03/2008

01/03/2017

common stock

15,000

$ 0

15,000

Stock Options

$ 1.37

01/02/2008

15,000

01/02/2009

01/02/2018

common stock

15,000

$ 0

15,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ODONNELL TERRENCE 40 WESTMINSTER STREET PROVIDENCE, RI 02903	X

Signatures

/s/ Terrence O'Donnell		01/03/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On 12/31/2007, shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 3/31/2004 based on the closing price of the common stock on the American Stock Exchange on 3/31/2004, or if not a trading date, the last trading date preceding 3/31/2004.
(2)	Reflects amount of non-derivative securities beneficially owned after all transactions reported on this form.
(3)	On 12/31/2007, shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 6/30/2004 based on the closing price of the common stock on the American Stock Exchange on 6/30/2004, or if not a trading date, the last trading date preceding 6/30/2004.
(4)	On 12/31/2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 9/30/2004 based on the closing price of the common stock on the American Stock Exchange on 9/30/2004, or if not a trading date, the last trading date preceding 9/30/2004.
(5)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 12/31/2004 based on the closing price of the common stock on the American Stock Exchange on 12/31/2004, or if not a trading date, the last trading date preceding 12/31/2004.
(6)	On 12/31/2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 3/31/2005 based on the closing price of the common stock on the American Stock Exchange on 3/31/2005, or if not a trading date, the last trading date preceding 3/31/2005.
(7)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 6/30/2005 based on the closing price of the common stock on the American Stock Exchange on 6/30/2005, or if not a trading date, the last trading date preceding 6/30/2005.
(8)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 9/30/2005 based on the closing price of the common stock on the American Stock Exchange on 9/30/2005, or if not a trading date, the last trading date preceding 9/30/2005.
(9)	On 12/31/2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 12/31/2005 based on the closing price of the common stock on the American Stock Exchange on 12/31/2005, or if not a trading date, the last trading date preceding 12/31/2005.
(10)	On 12/31/2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 3/31/2006 based on the closing price of the common stock on the American Stock Exchange on 3/31/2006, or if not a trading date, the last trading date preceding 3/31/2006.
(11)	On 12/31/2007, shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 6/30/2006 based on the closing price of the common stock on the American Stock Exchange on 6/30/2006, or if not a trading date, the last trading date preceding 6/30/2006.
(12)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 9/30/2006 based on the closing price of the common stock on the American Stock Exchange on 9/30/2006, or if not a trading date, the last trading date preceding 9/30/2006.
(13)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 12/31/2006 based on the closing price of the common stock on the American Stock Exchange on 12/31/2006, or if not a trading date, the last trading date preceding 12/31/2006.
(14)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 3/31/2007 based on the closing price of the common stock on the American Stock Exchange on 3/31/2007, or if not a trading date, the last trading date preceding 3/31/2007.
(15)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 6/30/2007 based on the closing price of the common stock on the American Stock Exchange on 6/30/2007, or if not a trading date, the last trading date preceding 6/30/2007.
(16)	On December 31, 2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 9/30/2007 based on the closing price of the common stock on the American Stock Exchange on 9/30/2007, or if not a trading date, the last trading date preceding 9/30/2007.
(17)	On 12/31/2007 shares were issued pursuant to the 1998 Directors Stock Plan for attendance at Board and/or Committee Meetings for the quarter ended 12/31/2007 based on the closing price of the common stock on the American Stock Exchange on 12/31/2007.

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