UNITED STATES
                       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):  August 10, 2004


                        Investors Capital Holdings, Ltd.
             (Exact name of registrant as specified in its charter)



          Massachusetts                 1-16349                 04-3284631
(State or Other Jurisdiction          (Commission             (IRS Employer
        of Incorporation)              File Number)          Identification No.)



                                230 Broadway East
                               Lynnfield, MA 01940
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (800) 949-1422



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  (Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  (Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  (Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  (Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 5.02. Departure and Election of Directors

Marshall  Acuff,  Jr., and Robert  Martin were elected as directors of Investors
Capital Holdings,  Ltd. (the "Company") by the Board of Directors effective June
10,  2005.  Messrs.  Acuff and Martin  replaced  on the Board David R. Smith and
Stephen Parker,  who resigned as directors  effective June 10, 2005 and February
15, 2005,  respectively.  These  changes in Board  makeup  completed a year-long
effort to place a majority of independent directors on the Board and to assure a
completely independent three-member Audit Committee.

As part of this effort,  the Board was expanded to seven members on November 30,
2004 with the  election  of  William  Atherton.  Previously  thereto,  Arthur J.
Stickney was elected a director on August 10, 2004, replacing James F. Twaddell,
who had  resigned  and did not run for  re-election  to the Board at the  Annual
Shareholders Meeting held that day.

Messrs. Martin, Acuff, Atherton and Stickney are independent directors,  and the
latter three constitute the members of the Audit Committee.


                                   SIGNATURES

     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.

                                         Investors Capital Holdings, Ltd.

                                         By /s/ Ted Charles
                                            ------------------------------------
                                             Ted Charles, President

Date:  June 10, 2005


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