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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005.
 or
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from     to     .
 Commission file number: 000-21291
 
 Introgen Therapeutics, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    74-2704230(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)301 Congress Avenue, Suite 1850
    
    78701Austin, Texas
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(512) 708-9310
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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INTROGEN THERAPEUTICS, INC.
 ANNUAL REPORT ON FORM 10-K
 TABLE OF CONTENTS
 PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    3Signatures
    
    
    4Consent of Independent Registered Public Accounting FirmCertification of CEO and CFO Pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of CEO and CFO Pursuant to Section 906




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  Exhibits
 ExhibitNumber
    
    
    
    Description of Document23.1
    
    
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act, as amended32.1
    
    
    
    Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002




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SIGNATURES
  INTROGEN THERAPEUTICS, INC.By:
    /s/ DAVID G. NANCEDavid G. NancePresident, Chief Executive Officer and Director
(Principal Executive Officer)By:
    /s/ JAMES W. ALBRECHT, JR.James W. Albrecht, Jr.Chief Financial Officer

(Principal Financial and Accounting Officer)  POWER OF ATTORNEY
  Signature
    
    Title
    
    Date/s/ DAVID G. NANCE
    
    President, Chief Executive Officer, and
    
    November 6, 2006(David G. Nance)
    
    Director (Principal Executive Officer)/s/ JAMES W. ALBRECHT, JR
    
    Chief Financial Officer (Principal
    
    November 6, 2006(James W. Albrecht, Jr.)
    
    Financial and Accounting Officer)*
    
    Chairman of the Board and Director
    
    November 6, 2006(John N. Kapoor, Ph.D.)*
(William H. Cunningham, Ph.D.)
    
    Director
    
    November 6, 2006*
    
    Director
    
    November 6, 2006(Malcolm Gillis, Ph.D.)*
    
    Director
    
    November 6, 2006(Charles E. Long)*
(Peter Barton Hutt)
    
    Director
    
    November 6, 2006
 *By:
    
    /s/ JAMES W. ALBRECHT, JR(James W. Albrecht, Jr.)Attorney-in-Fact




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EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description of Document23.1
    
    
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act, as amended32.1
    
    
    
    Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002