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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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) January 13, 2004

                         Commission File Number 0-23252

                            IGEN INTERNATIONAL, INC.

                           (Exact name of registrant)



            Delaware                                       94-2852543

      (State of organization)               (I.R.S. Employer Identification No)



               16020 Industrial Drive, Gaithersburg Maryland 20877

              (Address of principal executive offices and zip code)



                                 (301) 869-9800

                         (Registrant's telephone Number)






Item 5 Other Events and Regulation FD Disclosure

On January 13, 2004, IGEN International,  Inc. issued a press release announcing
the date, time,  location and purpose of a special meeting of stockholders being
called by the  company.  Such press  release  is  attached  as Exhibit  99.1 and
incorporated herein by reference.


Exhibits

         The following Exhibits are included with this Report:

         Exhibit       99.1 Press Release dated January 13, 2004 regarding
                       special stockholders meeting


                                    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.

Date:  January 13, 2004

                                IGEN INTERNATIONAL, INC.

                                By:/s/ George V. Migausky
                                --------------------------
                                Name:  George V. Migausky
                                Title: Vice President and Chief Financial
                                Officer (Principal Accounting Officer)