SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                  COMMISSION FILE NUMBER 0-22403

                           NOTIFICATION OF LATE FILING



[ ] Form 10-K   [ ] Form 11-K   [ ] Form 20-F   [X] Form 10-Q   [  ] Form N-SAR

For Period Ended:                   March 31, 1999

[ ] 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 Form 11-K

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: N/A


                         PART I. REGISTRANT INFORMATION

Full name of registrant:   HORIZON PHARMACIES, INC.

Address of principal executive office:   531 WEST MAIN STREET

City, State and Zip Code:   DENISON, TEXAS 75020


                        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 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;

[X]      (b) the subject annual report, semi-annual report, transition report on
         Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th 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 the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

         The Registrant was unable to file its quarterly Report on Form 10-Q
because the Registrant was unable to coordinate with its independent accountants
regarding their review of the Quarterly Report and incorporate their comments
prior to the filing deadline.


                           PART IV. OTHER INFORMATION

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


         John N. Stogner                903                     465-2397
             (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 reports(s) been filed? If the answer is no,
identify report(s).

                                                              [X] Yes    [ ]  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    [X]  No




                            HORIZON PHARMACIES, INC.
                  (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  May 18, 1999            By: /s/  Ricky D. McCord        
                                  ----------------------------------------------
                                        Ricky D. McCord
                                        Chairman of the Board, President
                                        and Chief Executive Officer