8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 8-K/A-1

                                 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
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(State or other jurisdiction  (Commission        (IRS Employer
   of incorporation)          File Number)    Identification No.)



  96 Spring Street, New York, New York             10012
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(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 through May 30, 1997,  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

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discuss the 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 through May 30, 1997,  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, dated
June 6, 1997.




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                                   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 10, 1997                           By:  /s/BRUNO ADAM
                                                    ------------------  
                                                    BRUNO ADAM
                                                    Chief Financial Officer




                                                   

EX-16

                                               Richard A. Eisner & Company, LLP
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                                                    Accountants and Consultants


RAE



June 6, 1997


The Securities & Exchange Commission
Washington, DC  20549


RE:  UniHolding Corporation (the "Company") File #0-9833
     Form 8-K dated May 30, 1997


         We have read the Form 8-K described above.

         With  respect  to  Item  4.(g)  the  matters  referred  to  might  also
materially  impact the fairness or reliability of the 10Qs covering the quarters
ended  August 31, 1996 and  November  30, 1996 and might have  prevented us from
issuing  an  unqualified  report  for the year  ended  May 31,  1997 had we been
engaged to audit such year.

         In addition, we advised the Company on May 27, 1997 that it should book
a provision for U.S. income taxes on certain  transactions;  and, that it should
limit the  recognition  of gain  realized  on the  private  sales of shares in a
subsidiary to the gain on 5% of the  subsidiaries  shares and not the 10% it had
recorded.  These  adjustments  would  materially  impact  the  fairness  of  the
financial  statements  included in the Company's 10 Q filed on May 29, 1997, and
the failure to make them could cause us to withhold our consent to the inclusion
of our report on previous fiscal years in the  Registration  Statement which the
Company expects to file. To the best of our knowledge and belief the Company has
not made these adjustments.


Very truly yours,


/s/ RICHARD A. EISNER & COMPANY LLP



                  575 Madison Avenue, New York, N.Y. 10022-2597
                 Telephone: (212) 355-1700, Fax: (212) 355-2414

                 Member of Summit International Associates, Inc.

         New York, NY . Melville, NY . Cambridge, MA . Florham Park, NJ