<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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) February 9, 2001
                         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)

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ITEM 5.     OTHER EVENTS

      On February  9, 2001, Acqua Wellington North American  Equities Fund, Ltd.
("Acqua  Wellington")  and IGEN  International,  Inc.  ("Company")  executed  an
agreement  under  which  the  Company  may,  from  time to time  and at its sole
discretion,  present Acqua  Wellington  with draw down notices  requiring  Acqua
Wellington to purchase up to a certain  specified amount of the Company's Common
Stock for each draw down request during the following 28 months,  at a specified
discount to the market price, for an aggregate purchase price of $60 million. In
addition,  the Company and Acqua  Wellington  also  executed an agreement  under
which the Company  agreed to sell $3 million of the  Company's  Common  Stock to
Acqua  Wellington  with  closing on the sale  expected to occur on February  12,
2001. All shares of the Company Common Stock to be sold to Acqua  Wellington are
registered under our Registration Statement on Form S-3 (No. 333-53086).

ITEM 7.     EXHIBITS.

Exhibit 10.1    Common Stock Purchase Agreement between IGEN International, Inc.
                and Acqua Wellington North American Equities Fund, Ltd. dated as
                of  February  9, 2001  relating  to the sale of $60  million  of
                Common Stock.

Exhibit 10.2    Common Stock Purchase Agreement between IGEN International, Inc.
                and Acqua  Wellington  North American  Equities Fund, Ltd. dated
                February  9,  2001  relating  to the sale of $3  million  Common
                Stock.


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                                    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.

                                      IGEN INTERNATIONAL, INC.

                                      By: /s/ Samuel J. Wohlstadter
                                          ----------------------------
                                          Samuel J. Wohlstadter
                                          Chairman and Chief Executive Officer

Dated:  February 9, 2001

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