SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934


Date of Report (Date of earliest event reported) May 30, 1997



                             UNIHOLDING CORPORATION
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware              0-9833              58-1443790
- -----------------------------------------------------------------
(State or other jurisdiction  (Commission        (IRS Employer
   of incorporation)          File Number)    Identification No.)



  96 Spring Street, New York, New York              10012
- -----------------------------------------------------------------
(Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code (212) 219-9496







Item 4.           Changes in Registrant's Certifying Accountant

(a) Effective May 31, 1997, the Board of Directors by unanimous  written consent
elected to change the principal accountants,  and elected to engage ATAG Ernst &
Young SA,  member  of Ernst & Young  International,  to audit  the  registrant's
financial  statements for the year ending May 31, 1997 and to replace Richard A.
Eisner & Company, LLP as the principal accountants.

(b) This change of principal  accountants was recommended by the Audit Committee
of the  Board of  Directors,  which  recommendation  was  adopted  by the  Audit
Committee  at a meeting on May 26,  1997.  The  unanimous  written  consent  was
completed  by the  directors  on May 30,  1997.  On the  same  date  the  former
accountant was notified of the change of accountants.

(c) The  reports  of  Richard  A.  Eisner  &  Company,  LLP on the  registrant's
financial statements for the years ended May 31, 1996 and May 31, 1995 contained
no adverse  opinion or  disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.

(d) During the  registrant's two most recent fiscal years ended May 31, 1996 and
during the subsequent interim period,  except as described in section (e) below,
there were no disagreements with Richard A. Eisner & Company,  LLP on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope and  procedures,  which  disagreements,  if not  resolved to the
satisfaction  of Richard A. Eisner & Company,  LLP would have caused  Richard A.
Eisner  &  Company,  LLP  to  make  reference  to  the  subject  matter  of  the
disagreements in connection with its report.

(e) (i) During fiscal year 1996 the registrant invested approximately $3 million
for a 1/3  voting  interest  (and  2/3 of the  equity)  in MISE  S.A.  The  MISE
transaction is described in detail in Note 11 to the 1996  financial  statements
and other sections of the 1996 Form 10-K. The registrant  initially  capitalized
the  investment and reflected the $3 million as an asset in the balance sheet of
interim  financial  statements  included  in  Forms  10-Q  for  fiscal  1996 and
initially misdescribed certain aspects of the investment.  The former accountant
advised  the  registrant  of the need to expand  significantly  the scope of its
audit in  connection  with the MISE  transaction.  As a result  of the  expanded
inquiries,   the  former  accountant   believed  that  U.S.  generally  accepted
accounting  principles required the $3 million to be expensed and the registrant
accordingly  agreed and  expensed  the $3 million as  reported  in its 1996 Form
10-K.

                  (ii)     The Board of Directors discussed in detail the MISE
transaction which was the subject of a disagreement in the view of the former 
accountant.  However, the Board did not discuss the

                                        1





matter with the former  accountant  because the  registrant  had agreed with the
former accountant, thereby resolving the matter.

                  (iii) The registrant  has authorized the former  accountant to
respond fully to the inquiries of the successor  accountant  concerning the MISE
transaction and any other transactions.

(f) During the  registrant's two most recent fiscal years ended May 31, 1996 and
during the subsequent interim period,  except as described in section (g) below,
there are no other reportable events (as defined in Item 304(a)(1)(v)).

(g) The former  accountant has advised the registrant that  information has come
to the accountant's  attention  concerning current tax  provisions/benefits  and
deferred tax asset and liability  accounts and accounting  treatment of a recent
segment recapitalization and recent writedowns of real estate and goodwill that,
if further  investigated,  may materially  impact the fairness or reliability of
the financial  statements  issued covering the fiscal period ending February 28,
1997  (i.e.,  subsequent  to the  date  of the  most  recent  audited  financial
statements),  and due to the change of accountants the former accountant did not
conduct such further investigation.

(h) The registrant has requested Richard A. Eisner & Company,  LLP to furnish it
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether it agrees with the above statements.


Item 7.  Financial Statements and Exhibits.


(c)      Exhibits

         (16)     Letter from Richard A. Eisner & Company, LLP to be filed
by amendment.




                                        2




                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       UNIHOLDING CORPORATION
                                       (Registrant)


Date:  June 5, 1997           By:      /s/BRUNO ADAM
                                       ---------------------------
                                       BRUNO ADAM
                                       Chief Financial Officer




                                        3