S-8

As filed with the Securities and Exchange Commission on August 12, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Interleukin Genetics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

94-3123681

(I.R.S. Employer Identification No.)

Interleukin Genetics, Inc.

135 Beaver Street

Waltham, Massachusetts 02452

(Address of Principal Executive Offices) (Zip Code)

Interleukin Genetics, Inc. 2004

Employee, Director and Consultant Stock Plan

(Full Title of the Plan)

Eliot M. Lurier

Chief Financial Officer

Interleukin Genetics, Inc.

135 Beaver Street

Waltham, Massachusetts 02452

(Name and Address of Agent for Service)

(781) 398-0700

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company þ
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Amount	Proposed Maximum		Proposed Maximum		Amount of
Title of Each Class of Securities	To Be	Offering Price Per		Aggregate Offering		Registration
To Be Registered	Registered(1)	Share(2)		Price		Fee(3)
Common Stock, par value $0.001 per share	2,000,000 shares	$	0.35	$	700,000.00	$	81.27

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2) The price of $0.35 per share, which is the average of the high and low price of the Common Stock of the Registrant as reported on the OTCQB™ on August 9, 2011, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended.

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.

     This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (SEC File No. 333-118551) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-118551) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

Item 8. Exhibits.

Exhibit No.	Description of Exhibit
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP
24.1	Power of Attorney (included as part of the signature page of this Registration Statement)

-2-

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 Waltham, Commonwealth of Massachusetts, on August 12, 2011.

INTERLEUKIN GENETICS, INC.
By:	/s/ Eliot M. Lurier
	Eliot M. Lurier
	Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Interleukin Genetics, Inc. (the “Company”), hereby severally constitute and appoint Lewis H. Bender and Eliot M. Lurier, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 12, 2011:

Signature	Title(s)
/s/ Lewis H. Bender	Chief Executive Officer, Director (principal executive officer)
Lewis H. Bender
/s/ Eliot M. Lurier	Chief Financial Officer (principal financial and accounting officer)
Eliot M. Lurier
/s/ James M. Weaver	Chairman of the Board of Directors
James M. Weaver
/s/ Mary E. Chowning	Director
Mary E. Chowning
/s/ Roger C. Colman	Director
Roger C. Colman
/s/ Thomas R. Curran Jr.	Director
Thomas R. Curran Jr.
/s/ Catherine Ehrenberger	Director
Catherine Ehrenberger
/s/ William C. Mills III	Director
William C. Mills III

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP
24.1	Power of Attorney (included as part of the signature page of this Registration Statement)

EX-5.1

Exhibit 5.1

	One Financial Center
	Boston, MA  02111
	617-542-6000
	617-542-2241 fax
	www.mintz.com

August 12, 2011

Interleukin Genetics, Inc.

135 Beaver Street

Waltham, MA 02452

Ladies and Gentlemen:

We have acted as counsel to Interleukin Genetics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended, of a total of 2,000,000 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”).  This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.  All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Certificate of Incorporation, as amended and Amended and Restated Bylaws, both as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the Shares, when sold, will have been duly and validly issued, fully paid and non assessable shares of Common Stock.

Our opinion is limited to the applicable provisions of the Delaware Constitution, the General Corporation Law of the State of Delaware and the reported judicial decisions interpreting those laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Interleukin Genetics, Inc.

August 12, 2011

Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 24, 2011 with respect to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2010 of Interleukin Genetics, Inc., which are incorporated by reference in this Registration Statement (Form S-8) pertaining to the 2004 Employee, Director and Consultant Stock Plan. We consent to the incorporation by reference in this Registration Statement of the aforementioned report.

	/s/ Grant Thornton LLP
Boston, Massachusetts
August 12, 2011