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): July 21, 2006

___________________________________________________________

IGI, INC.

(Exact Name of Registrant as Specified in Charter)

___________________________________________________________

Delaware	001-08568	01-0355758
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification Number)

105 Lincoln Avenue

Buena, New Jersey 08310

(Address of Principal Executive Offices) (Zip Code)

(856) 697-1441

(Registrant’s Telephone Number, Including Area Code)

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))

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Item 1.01 Entry into a Material Definitive Agreement.

On July 21, 2006, IGI, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Univest Management EPSP, c/o Frank Gerardi, Trustee (“Univest”). Pursuant to the Letter Agreement, the maturity date of the stated interest rate on the secured promissory note, dated December 12, 2005, in favor of Univest in the principal amount of $1,000,000 was extended until the earlier of (i) September 30, 2006 or (ii) the closing of the sale of certain real property of the Company, currently the subject of a contract of sale with Bellevue Properties Development Group, L.L.C. Previously the note was set to mature the earlier of July 31, 2006 or the sale of said real property. Mr. Gerardi is the Chairman and Chief Executive Officer of the Company and he is the trustee of, and controls Univest.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1 Letter Agreement, dated July 21, 2006 between IGI, Inc. and Univest Management EPSP, c/o Frank Gerardi, Trustee.

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SIGNATURES

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.

IGI, INC.

By:	/s/ Frank Gerardi
	Frank Gerardi
	Chairman & Chief Executive Officer

Date: July 27, 2006

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EXHIBIT INDEX

Exhibit

Number Description

10.1Letter Agreement, dated July 21, 2006 between IGI, Inc. and
                    Univest Management EPSP, c/o Frank Gerardi, Trustee.

EX-99

July 21, 2006

Univest Management EPSP,

c/o Frank Gerardi, Trustee

149 West Village Way

Jupiter, FL 33458

Re: Secured Promissory Note

Dear Mr. Gerardi:

In connection with Secured Promissory Note, dated December 12, 2005 (the “Note”), in favor of Univest Management EPSP, c/o Frank Gerardi, Trustee (the “Holder”), this letter sets forth the agreement of the parties hereto to amend the maturity date of said Note.

By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Note is amended by replacing the last sentence of the first paragraph thereof (definition of Maturity Date) with:

As used herein, the "Maturity Date" means the earlier to occur of (i) September 30, 2006 and the (ii) the closing of the conveyance by the Company of Lots 22.02 and 23 on the Tax Map of Buena Vista Township, Atlantic County, New Jersey ("Lots 22.02 and 23").

All other provisions of the Note, as amended from time to time, shall remain in full force and effect.

The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent an accomplish the purposes of this letter agreement. This agreement may be signed in counterparts and by facsimile.

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Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.

Sincerely,

IGI, INC.

/s/Carlene A. Lloyd

Carlene A. Lloyd, VP of Finance

ACCEPTED AND AGREED:

By: UNIVEST MANAGEMENT EPSP

/s/Frank Gerardi

Frank Gerardi, Trustee