UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                                              SEC FILE NUMBER
                                 FORM 12b-25                  000-13225
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                                                              CUSIP NUMBER
                          NOTIFICATION OF LATE FILING         91828K 10 4
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 (Check One):   [X] Form 10-K   [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q
                [ ] Form N-SAR  [ ] Form N-CSR

      For Period Ended:             June 30, 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: ______________________
 ____________________________________________________________________________

 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.
 ____________________________________________________________________________

      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
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      Full Name of Registrant:         VPGI Corp.
                                       --------------------------------------
      Former Name if Applicable:       N/A
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      Address of Principal Executive   P.O. Box 802808
      Office (Street and Number):      --------------------------------------
      (City, State and Zip Code):      Dallas, Texas 75380
                                       --------------------------------------
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 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;

 [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 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.

                    This document consists of two (2) pages.           Page 1




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 PART III - NARRATIVE
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 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.

      The delay is necessary to allow additional time for the Registrant to
      obtain an actuarial report for the Curtis Mathes Defined Benefit Plan
      that complies with FAS 87/88/132 and to incorporate the information
      into its financials.

 (Attach Extra Sheets if Needed)
 ____________________________________________________________________________

 PART IV - OTHER INFORMATION
 ____________________________________________________________________________

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

      Billy J. Robinson            972                       747-0388
      -----------------        -----------              ------------------
           (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).    [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?  [X] Yes   [ ] No

     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.

      The Registrant discontinued  all operations  in December  2002 and  its
      current earnings statements will reflect significant changes in results
      of operations  from the corresponding period  for the last fiscal year.
      Registrant expects to  report no revenues  for the  current period,  as
      compared to revenues of approximately $626,000 for the same period last
      year, part  of  which time  Registrant  was still  engaged  in  ongoing
      operations.
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                                  VPGI Corp.
                 --------------------------------------------
                 (Name of Registrant as specified in charter)

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

 Date:  September 28, 2004     By:  /s/ Patrick A. Custer
                               --------------------------
                               Patrick A. Custer, CEO

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