SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25


                                                  COMMISSION FILE NUMBER: 1-7697


     (Check One):  |X| Form 10-K   |_| Form 11-K   |_| Form 20-F   |_| Form 10-Q
|_|  Form N-SAR
     For Period Ended:      December 31, 2001
                        --------------------------------------------------------

|_| Transition Report on Form 10-K           |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F           |_| Transition Report on Form N-SAR
|_| Transition Report on From 11-K
      For the Transition Period Ended:
                                      ------------------------------------------

  READ ATTACHED INSTRUCTION SHEET 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.

      If the notification related to a portion of the filing check above,
identify the item(s) to which the notification relates:_________________________

________________________________________________________________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant         I.C.H. CORPORATION
                         -------------------------------------------------------


Former name if applicable

- --------------------------------------------------------------------------------


Address of principal executive office (Street and number)

                       9255 Towne Centre Drive, Suite 600
- --------------------------------------------------------------------------------

City, state and zip code      San Diego, California 92121
                         -------------------------------------------------------



PART II

      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 appropriate box.)

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

      | |   (b)   The subject annual report on Form 10-K will be filed on or
                  before the fifteenth calendar day following the prescribed due
                  date;

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

PART III

      State below in reasonable detail the reasons why Form 10-K could not be
filed within the prescribed period.

      The Company filed a voluntary petition ("Bankruptcy Petition") under
Chapter 11 of the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court") (Jointly Administered Case No. 02-10485
(PCB)), on February 5, 2002. Since the date of the Bankruptcy Petition, the
Company has principally engaged in dealing with Chapter 11-related matters. The
Company's management and staff devote a significant portion of their time to
administering the Chapter 11 case, including compiling reports for the Company's
creditors and reviewing the restructuring of the Company's liabilities and
obligations. In the wake of the Company's financial difficulties, the Company's
accounting and financial reporting staff have been especially overloaded with
numerous additional duties and responsibilities. As a result, the Company has
been unable to allocate the personnel and capital resources necessary to prepare
and properly review the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 and, in connection therewith, the Company's audited
financials for the fiscal year ended December 31, 2001 are not yet available. In
addition, the Chapter 11 filing has raised a number of accounting issues which
has required the auditors to spend additional time on completing their audit of
the Company.

      As a result of the foregoing, the Company will be unable to timely file
its Form 10-K, which consequently requires the filing of this Form 12b-25.

      The Company has requested, by letter dated March 7, 2002, that the staff
of the Securities and Exchange Commission (the "Commission") not recommend
enforcement action to the Commission if the Company modifies its reporting
procedures during the pendency of the Company's bankruptcy, including not filing
the Company's Annual Report on Form 10-K that is the subject of this report. The
Commission has not yet responded to the Company's request.



PART IV

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

                   John A. Bicks                      (212) 317-0185
              -------------------------------------------------------------


      (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 twelve months or
            for such shorter period that the registrant was required to file
            such report(s) been filed? If the answer is no, identify such
            reports.

                  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? 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.

                  Yes |_|                 No |X|

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



Date:  April 1, 2002                   By:   /S/JOHN A. BICKS
                                           -------------------------------------
                                           Name:  John A. Bicks
                                           Title: Co-Chairman and Co-Chief
                                                  Executive Officer