SEC File Number: 811-02351

                            U.S. SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, D.C. 20549

                                            FORM 12B-25

                                NOTIFICATION OF LATE FILING

(Check One) :
[   ]  Form 10-K
[   ]  Form 11-K
[   ]  Form 20-F
[   ]  Form 10-Q
[   ]  Form N-SAR
[X]  Form N-CSR

For Period Ended:      December 31, 2003

[   ]  Transition Report on Form 10-K
[   ]  Transition Report Form on 20-F
[   ]  Transition Report Form on 11-K
[   ]  Transition Report Form on 10-Q
[   ]  Transition Report Form on N-SAR
[   ]  Transition Report Form on N-CSR

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: N/A.

Part I  -  Registrant Information

Full Name of Registrant:  Pacific American Income Shares, Inc.

Former Name if Applicable:  N/A

Address of Principal  Executive  Office  (Street and Number):  385 East Colorado
Boulevard

City, State and Zip Code: Pasadena, California 91101

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 box if appropriate.]

[ 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 or  semi-annual  report/portion  thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly  report/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

The  registrant  is filing Form N-CSR on the date  hereof due to an  inadvertent
miscalculation of the applicable filing deadline.

Part IV - Other Information

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

Sean Fitzpatrick, (410) 454-2744

(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 the answer is no,
identify report(s).

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?

Yes  [   ]             No  [ X ]

If so: attach an  explanation  of the  anticipated  change,  both  narrative and
quantitatively,  and,  if  appropriate,  state  then  reasons  why a  reasonable
estimate of the results cannot be made.

Pacific American Income Shares,  Inc. has caused this  notification to be signed
on its behalf by the undersigned thereunto duly authorized.

Date:  3/11/04

By: Ilene S. Harker
Ilene S. Harker
Vice President, Pacific American Income Shares, Inc.