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):  [X] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q 
[ ] Form 10-D  [ ] Form N-SAR  [ ] Form N-CSR

For Period Ended: December 31, 2004
                  -----------------

[ ]  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

[X]   (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.

      KPMG LLP, the registrant's former independent registered public 
accountants, was not able to complete its review of the Registrant's Annual 
Report on Form 10-K in sufficient time to permit the timely filing of the 
Form 10-K.  Management anticipates that the Annual Report on Form 10-K for 
the fiscal year ended December 31, 2004 will be filed on or before the 
fifteenth 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:  April 1, 2005                   By: /s/ Frank Gerardi
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                                           Frank Gerardi
                                           Chairman and Chief Executive 
                                            Officer





                                                                  Exhibit A

April 1, 2005

IGI, Inc.
105 Lincoln Avenue
Buena, New Jersey 08310

Ladies and Gentlemen:

Pursuant to Rule 12b-25 of the General Rules and Regulations under the 
Securities and Exchange Act of 1934, we inform you that we have been 
furnished a copy of Form 12b-25, to be filed by IGI, Inc. on or about 
April 1, 2005, which contains notification of the registrant's inability 
to file its Form 10-K by March 31, 2005. We have read the Company's 
statement contained in Part III therein and we agree with the stated reason 
as to why we were unable to re-issue our report on the Company's 
consolidated financial statements for the year ended December 31, 2003, to 
be included in its Form 10-K for the year ended December 31, 2004.

Very truly yours,

/s/ KPMG LLP