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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

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  SEC File Number:  0-9833

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

  For Period Ended:         May 31, 1997

  [ ] 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 Attached Instruction Sheet 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

  Full Name of Registrant:      UNIHOLDING CORPORATION
  Former Name if Applicable:

                         96 Spring Street
     -----------------------------------------------------------
     (Address of Principal Executive Office - Street and Number)

                         New York, NY 10012
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                    (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)

  [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, Form 20-F, Form 11-K or
  Form N- SAR 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 the reasons why Form 10-K,  20-F,  11-K,
10-Q,  N-SAR or transition  report or portion  thereof could not be filed within
the prescribed time period.


     The  Registrant  has been  unable to  assemble  all of the  materials  from
certain affiliates necessary to effect the filing without unreasonable effort or
expense.

                           PART IV - Other Information

(1)  Name and telephone number of person to contact in regard to
this notification: Eugene Cronin, Esq.  (212)     925-2800
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                      (Name)              (Area Code) (Telephone Number)

(2)  Have all other period 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).  [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

     The  Registrant's  income during the fiscal year ended May 31, 1997 will be
affected by write downs of approximately  $30 million as previously  reported in
the Form 10-Q for the period ended February 28, 1997,  but partially  off-set by
improved  revenues.  A  reasonable  estimate  of results for fiscal year 1997 is
revenues of approximately $100 million.  No reasonable estimate of net income is
available at the present time because of delays in obtaining  complete financial
information from certain subsidiaries.




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                             UNIHOLDING CORPORATION
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                  (Name of Registrant as specified in charter)

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



Date: August 29, 1997      /S/BRUNO ADAM
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                           Bruno Adam, Chief Financial Officer
 



                            ATTENTION

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