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                                                           OMB APPROVAL
                      UNITED STATES                 ---------------------------
           SECURITIES AND EXCHANGE COMMISSION       OMB NUMBER   3235-0058
                 Washington, D.C. 20549             Expires: March 31, 2006
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                                                    Hours per response... 2.50
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                       FORM 12b-25                        SEC FILE NUMBER
                                                             001-08568
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               NOTIFICATION OF LATE FILING                 CUSIP NUMBER

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(Check one):    [X] Form 10-K   [ ] Form20-F     [ ] Form 11-K
                [ ] Form 10-Q   [ ] Form N-SAR   [ ] Form N-CSR

For Period Ended:   December 31, 2003
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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: _______________________

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           Read Instruction (on back page) Before Preparing Form.
                            Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

IGI, Inc.
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Full Name of Registrant


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Former Name if Applicable

105 Lincoln Ave
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Address of Principal Executive Office (Street and Number)

Buena, NJ 08310
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City, State and Zip Code

PART II -- RULES 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 reason described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or
            expense

[ ]   (b)   The subject annual report, semi-annual report, transition
            report on Form 10-K, Form 20-F, Form 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 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, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

(Attach extra Sheets if Needed)
The Company and its auditors, KPMG LLP, need additional time to review the
financial statement implications of two matters: (1) a contract the Company
entered into during the fourth quarter of 2003, and (2) overpayment of
royalties to the Company during the 1st, 2nd and 3rd quarters of 2003, which
were corrected during the 4th quarter of 2003.

PART IV -- OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification
      Frank Gerardi, CEO and Chairman     (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) of
      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 answer is no, identify report(s).
                                                        Yes [X]      No [ ]

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(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.

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

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

Date   March 31, 2004          By   /s/ Frank Gerardi, CEO and Chairman
       --------------               -----------------------------------
                                    Frank Gerardi CEO and Chariman

INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.

                                  ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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                            GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
      General Rules and Regulations under the Securities Exchange Act of
      1934.
2.    One signed original and four conformed copies of this form and
      amendments thereto must be completed and filed with the Securities
      and Exchange Commission, Washington, D.C. 20549, in accordance with
      Rule 0-3 of the General Rules and Regulations under the Act. The
      information contained in or filed with the form will be made a matter
      of public record in the Commission files.
3.    A manually signed copy of the form and amendments thereto shall be
      filed with each national securities exchange on which any class of
      securities of the registrant is registered.
4.    Amendments to the notifications must also be filed on Form 12b-25 but
      need not restate information that has been correctly furnished. The
      form shall be clearly identified as an amended notification.
5.    Electronic Filers: This form shall not be used by electronic fliers
      unable to timely file a report solely due to electronic difficulties.
      Filers unable to submit reports within the time period prescribed due
      to difficulties in electronic filing should comply with either Rule
      201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
      of this chapter) or apply for an adjustment in filing date pursuant
      to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).