Isolagen, Inc. ("Company") has previously disclosed in its periodic filings with the Securities and Exchange Commission (the "SEC") (most recently in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2008) that it has reached an agreement to settle its securities class action lawsuit and its two derivative actions against the Company and certain of its current and former officers and directors.

On March 6, 2009, the United States District Court for the Eastern District of Pennsylvania issued an order granting preliminary approval of the settlement of the derivative actions and requiring, among other things, that notice of the settlement be published as an exhibit to an 8-K filing with the SEC, which is attached hereto as Exhibit 99.1. The notice contains important information about the rights of stockholders in the proposed settlement.

The settlement is subject to a final determination by the United States District Court for the Eastern District of Pennsylvania as to, among other things, the fairness, reasonableness and adequacy of the settlement. On May 12, 2009, at 4:00 p.m., a fairness hearing will be held before the Honorable Ronald L. Buckwalter, at the United States District Court for the Eastern District of Pennsylvania, 601 Market Street, Courtroom 14-A, Philadelphia, Pennsylvania 19106, to determine: (1) whether the terms of the settlement should be approved as fair, reasonable and adequate, including the fee and expense award; and
(2) whether the derivative actions should be dismissed with prejudice as to the released persons.

(d) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K:

Exhibit
Number                                   Description

99.1       Notice of Pendency of Derivative Actions and Proposed Settlement and
           Settlement Fairness Hearing