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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
                     ---------------------------------------

  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, 1998

  [ ]  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
                  ------------------------------
                    (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 - 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 anticipates significant changes in results of operations
because of the following:

         (a) the Clinical  Trials  spin-off to the  shareholders  in fiscal 1998
(the net loss of Clinical Trials in fiscal 1997 exceeded $3 million); and

         (b) adjustments made in fiscal 1997 (approximately  $23.7 million in UK
goodwill  and $5.8 million on a UK  building)  that are not  recurring in fiscal
1998; and

         (c) the sale of the United  Kingdom  operations in fiscal 1998,  which,
not  including  the  aforementioned  write-downs,   had  an  operating  loss  of
approximately $400,000 in fiscal 1997.

         Notwithstanding  the items listed  above,  the  Registrant is unable to
provide a reasonable  estimate of the results  until it has obtained the missing
materials from its affiliates and the auditors' opinion.


            --------------------------------------------------------

                             UNIHOLDING CORPORATION
                   -------------------------------------------
                  (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 1, 1998    /s/Bruno Adam
                           -----------------------------------
                           Bruno Adam, Chief Financial Officer




                            ATTENTION

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