8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported) Feruary 28, 2005
                                                      ----------------

                           Interleukin Genetics, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

                 000-23413                              94-3123681
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         (Commission File Number)            (IRS Employer Identification No.)


               135 Beaver Street Waltham, MA                    02452
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         (Address of Principal Executive Offices)            (Zip Code)

                                 (781) 398-0700
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              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Definitive Material Agreement.


On March 3, 2005, Interleukin Genetics, Inc. announced that it had entered
into two new research agreements with Access Business Group LLC, a
subsidiary of Alticor Inc., and that it had amended its Stock Purchase Agreement
and Distribution Agreement with other affiliates of Alticor. Under the new
research agreements, Interleukin Genetics will conduct research to develop risk
assessment tests for the Asian market and undertake exploratory research to
identify new product opportunities. Under these agreements, Interleukin Genetics
is eligible to receive up to $5.0 million in additional research funding over a
period of 24 months beginning on April 1, 2005.

The Stock Purchase Agreement was modified to extend the availability of
Interleukin's existing $1.5 million line of credit for two more years through
March 5, 2007, and to extend until March 5, 2007 the period during which Alticor
and its affiliates are restricted from selling shares of Series A Preferred
Stock acquired in March 2003. The credit facility is available for Interleukin
to draw against in connection with expenditures related to new or expanded
strategic partnerships or strategic collaborations. The Distribution Agreement
was amended to require a $2.0 million pre-payment by Alticor for future tests to
be processed by Interleukin upon the achievement by Interleukin of a certain
milestone in connection with its DNA Testing Laboratory.

A copy of the press release is attached hereto as Exhibit 99.1, and is
incorporated in this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.   Description
- -----------   -----------
   99.1       Press Release dated March 3, 2005.







                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     Interleukin Genetics, Inc.
                                     (Registrant)



Date: March 3, 2005                  /s/ Fenel M. Eloi
                                     -----------------------------
                                     Fenel M. Eloi
                                     Chief Operating Officer,
                                     Chief Financial Officer,
                                     Treasurer and Secretary

EX-99.1

                                                                    Exhibit 99.1

                          Interleukin Genetics Extends
          Research Collaboration, Modifies Stock Purchase and Product
                      Distribution Agreements with Alticor

    WALTHAM, Mass.--(BUSINESS WIRE)--March 3, 2005--Interleukin
Genetics, Inc. (OTCBB: ILGN) reported today that it has signed two new
Research Agreements with Access Business Group LLC, a subsidiary of
Alticor Inc. The Company also reported that it has modified its Stock
Purchase and Distribution Agreements with other affiliates of Alticor.
    Under one of the new research agreements Interleukin will conduct
research to develop risk assessment tests for the Asian market; under
the other ILGN will undertake exploratory research to identify new
product opportunities. With the execution of these two agreements,
Interleukin is eligible to receive up to $5.0 Million in additional
research funding over a period of 24 months beginning on April 1,
2005.
    The Stock Purchase Agreement was modified to: 1) extend the
availability of Interleukin's existing $1.5 Million line of credit for
two more years through March 5, 2007 and, 2) extend until March 5,
2007 the period during which an Alticor affiliate is restricted from
selling shares of Series A Preferred Stock acquired by it in March
2003. The credit facility is available for Interleukin to draw against
in connection with expenditures related to new or expanded strategic
partnerships or strategic collaborations.
    The two companies also modified their Distribution Agreement to
include a $2.0 Million pre-payment by Alticor for future tests to be
processed by Interleukin. The $2.0 Million pre-payment will be paid
when Interleukin meets a certain milestone in its DNA Testing
Laboratory. Interleukin expects to achieve that milestone in 2005.
    "We are extremely pleased to have signed these agreements with the
Alticor companies," said Philip R. Reilly, MD, JD, Chief Executive
Officer. "The new research agreements and the contract modifications
demonstrate Alticor's continued commitment to Interleukin Genetics and
to the development of personalized nutritional products."

    About Interleukin

    Interleukin Genetics is a biotechnology company focused on
developing personalized health products. The company uses functional
genomics to help in the development of risk assessment tests,
pharmacogenetic tests, nutritional and therapeutic products based on
the genetic variations in people. Interleukin's current programs focus
on cardiovascular disease, osteoporosis, rheumatoid arthritis,
endometriosis, periodontal disease and weight management. Interleukin
expects that these programs will lead to products that will
personalize the selection of nutritional and therapeutic products and
enable the managed care industry to improve patient care and better
allocate resources. For more information about Interleukin and its
ongoing programs, please visit http://www.ilgenetics.com.

    Certain statements contained herein are "forward-looking"
statements including statements regarding our research programs
leading to diagnostic, personalized nutritional and therapeutic
products to prevent or treat diseases of inflammation and other
genetic variations, our expectation that we will meet the milestone
required for pre-payment under the Distribution Agreement and our
expectation that we will receive up to $5.0 Million in additional
research funding over a period of 24 months beginning on April 1,
2005. Because such statements include risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, our
ability to develop diagnostic, personalized nutritional and
therapeutic products to prevent or treat diseases of inflammation and
other genetic variations, our ability to screen nutritional compounds
for their effects on inflammatory responses and other genetic
variations, given specific genetic patterns, our ability to construct
and operate a CLIA-certified DNA testing laboratory, our ability to
complete all of our key milestones with regard to Alticor programs,
our ability to make progress in advancing our core technologies, our
ability to launch new commercial products and those risks and
uncertainties described in our annual report on Form 10-K, our
quarterly reports on Form 10-Q and in other filings made by us with
the Securities and Exchange Commission. We disclaim any obligation or
intention to update these forward-looking statements.


    CONTACT: Interleukin Genetics
             Fenel M. Eloi, 781-398-0700