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): October 18, 2005


                        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 of Director

C. Troy Shaver,  Jr.,  who is the  president of Dividend  Growth  Advisors,  LLC
("DGA"),  resigned as a director of the  Company  effective  October 18, 2005 in
order to avoid any appearance of conflict of interest relative to an anticipated
agreement between DGA and an affiliate of the Company.





                                   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: October 24, 2005












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