8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 17, 2006


                            INGEN TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


             Georgia                  000-28704               88-0429044
             -------                 -----------              ----------
 (State or other jurisdiction of     (Commission           (I.R.S. Employer
 incorporation or organization)      File Number)        Identification Number)

 35193 Avenue "A", Suite-C, Yucaipa, California                 92399
 ----------------------------------------------                 -----
    (Address of principal executive offices)                  (Zip Code)

                                 (800) 259-9622
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (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))




1.01     Entry into a Material Definitive Agreement

         By Board Resolution, Ingen Technologies, Inc. has approved the waiver
of the requirement of the company's Amended and Restated Articles of
Incorporation, section 3.4(f)(i), thereby giving permission for the immediate
conversion (into common shares) of preferred shares owned by the company's
Chairman and CEO Scott R. Sand. The number of converted shares shall be in the
discretion of Mr. Sand. The purpose of the conversion will be so that Mr. Sand
can sell shares (per applicable law) and loan the proceeds to the company to
help finance our continuing operations. The shares shall be converted into
unrestricted common shares to the extent permitted by law. Mr. Sand has stated
there is no time table for any such stock conversion and sales. Any such sales
will be promptly reported in applicable filings with the SEC.

         Stock sale proceeds deposited in the company's account shall be a loan
payable by the company to Mr. Sand with a simple interest at a rate of 8%
percent per annum, with a balloon payment of principle and interest due at any
time prior to 2 years from the date the funds are deposited in the company's
bank account.

         The referenced resolution, though dated November 17, 2006, was not
         circulated for consideration and signature until recently. As of the
         date of this filing, a majority of the dis-interested Ingen Board of
         Directors has signed it and signatures are expected from the remaining
         two Board members.




                                   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.

Dated:  December 7, 2006            Ingen Technologies, Inc.


                                    By: /s/ Scott R. Sand
                                        ------------------------------------
                                        Scott R. Sand,
                                        Chief Executive Officer and Chairman



TABLE OF EXHIBITS
(All Exhibits have been properly signed by the parties.
Original agreements are filed in our offices)


      EXHIBIT NO.             DESCRIPTION

99.1     Board of Directors Resolution 2006.10, dated November 17, 2006.


* filed herewith

EX-99.1

Exhibit 99.1

                            INGEN TECHNOLOGIES, INC.

                              DIRECTORS' RESOLUTION

                                     2006.10

         BE IT KNOWN THAT, on the 17th day of November, 2006, at a duly
constituted special meeting of the Directors of Ingen Technologies, Inc., the
following resolution was voted and approved upon motion duly made and seconded:

         The Board hereby waives the requirement of the company's Amended and
Restated Articles of Incorporation, section 3.4(f)(i), and gives permission for
the immediate conversion (into common shares) of preferred shares owned by the
company's Chairman and CEO Scott R. Sand. The number of converted shares shall
be in the discretion of Mr. Sand. The purpose of the conversion will be so that
Mr. Sand can sell shares and loan the proceeds to the company to help finance
our continuing operations. The shares shall be converted into unrestricted
common shares to the extent permitted by law.

         Any such stock sale proceeds deposited in the company's account shall
be a loan payable by the company to Mr. Sand with a simple interest at a rate of
8% percent per annum, with a balloon payment of principle and interest due at
any time prior to 2 years from the date the funds are deposited in the company's
bank account.

         The Board wishes to take this opportunity to acknowledge, again, the
continuing, indefatigable efforts and generosity of Scott Sand as head of the
company and wants him to know how much his leadership, sacrifice and effort is
appreciated.

                           CERTIFICATION BY SECRETARY

         I am the Secretary of Ingen Technologies, Inc. I hereby certify that
the foregoing is a true and correct copy of the Resolution adopted by the Board
of Directors of Ingen Technologies, Inc. on November 17, 2006 in accordance with
the provisions of our Bylaws.

         IN WITNESS WHEREOF, I have this 17th day of November, 2006 subscribed
my name as Secretary of Ingen Technologies, Inc. and have caused the corporate
seal to be affixed hereto (if such a seal exists).

            - s -
- -----------------------------------
Secretary of Corporation

                                WAIVER OF NOTICE

         The undersigned Directors of Ingen Technologies, Inc. hereby waive
notice of the special Directors' meeting held on November 17, 2006. We consent
to all actions taken in the meeting. Faxed and electronic signatures are as
valid as original signatures hereupon, and may be signed in counterparts.

     abstained                                          - s -
- -----------------------------------          -----------------------------------
Scott R. Sand                                                 Curt Miedema

- - s -                                                   - s -
- -----------------------------------          -----------------------------------

Chris Wirth                                                   Yong Sin Khoo

- -----------------------------------          -----------------------------------
Stephen O'Hara                                       John Finazzo


(Resolution 2006.10)