UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                 FORM 12b-25

                         NOTIFICATION OF LATE FILING

                                           Commission File Number 001-08568
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(Check One): [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q
[ ] Form 10-D  [ ] Form N-SAR  [ ] Form N-CSR

For Period Ended: March 31, 2005
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[ ] Transition Report on Form 10-K

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q

[ ] Transition Report on Form N-SAR

For the Transition Period Ended:___________________________________________

      Nothing in this Form shall be construed to imply that the Commission
has verified any information contained herein.

If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification
relates:___________________________________________________________________
___________________________________________________________________________





                                   PART I
                           REGISTRANT INFORMATION

IGI, Inc.
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Full name of registrant

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Former name if applicable

105 Lincoln Avenue
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Address of principal executive office (Street and number)

Buena, New Jersey 08310
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City, state and zip code


                                   PART II
                           RULE 12b-25(b) and (c)

      If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

[X]   (a)   The reasons described in reasonable detail in Part III of this
      form could not be eliminated without unreasonable effort or expense;

[X]   (b)   The subject annual report, semi-annual report, transition
      report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or
      portion thereof, will be filed on or before the fifteenth calendar
      day following the prescribed due date; or the subject quarterly
      report or transition report on Form 10-Q or subject distribution
      report on Form 10-D, or portion thereof, will be filed on or before
      the fifth calendar day following the prescribed due date; and

[ ]   (c)   The accountant's statement or other exhibit required by Rule
      12b-25(c) has been attached if applicable.

                                  PART III
                                  NARRATIVE

      State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.

      The Company is unable to file its Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2005 in a timely fashion without
unreasonable effort or expense because the Company has not yet finalized
its financial statements due to management's ongoing review of the
Company's electronic accounting system. Management anticipates that the
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005
will be filed on or before the fifth calendar day following its prescribed
due date.





                                   PART IV
                              OTHER INFORMATION

      (1)   Name and telephone number of person to contact in regard to
this notification:

Frank Gerardi, Chairman and Chief Executive Officer      (856) 697-1441
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(Name)                                                   (Area Code)
                                                         (Telephone Number)

      (2)   Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
                                                          Yes [X]    No [ ]

      (3)   Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
                                                          Yes [ ]    No [X]

      If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.





                                  IGI, Inc.
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                (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  May 16 , 2005                By: /s/ Frank Gerardi
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                                        Frank Gerardi
                                        Chairman and Chief Executive Officer