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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

     (Check one): þ Form 10-K          ¨ Form 20-F          ¨ Form 11-K          ¨ Form 10-Q          ¨ 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:                                                                                                    

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

Reading International, Inc.

Full Name of Registrant

Citadel Holding Corporation

Former Name if Applicable

550 S. Hope Street, Suite 1825

Address of Principal Executive Office (Street and Number)

Los Angeles, CA 90071

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)

 

 

         
  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
 
        
þ
  (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.

We have not been able to timely file our Annual Report on Form 10-K without unreasonable effort or expense, as we are still providing our auditors with certain additional supporting information relating to the carrying value of certain of the properties historically used in our discontinued railroad operations. These properties are currently carried on our books at $2,596,000. We do not anticipate that a reduction in the carrying value of these assets would have a material effect upon our business, operations or prospects.

PART IV — OTHER INFORMATION

  (1)   Name and telephone number of person to contact in regard to this notification
         
Andrzej Matyczynski   (213)   235-2240
         
(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 þ 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 þ

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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    Reading International, 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 15, 2005  By:   /s/ Andrzej Matyczynski    
    Andrzej Matyczynski   
       
 

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