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

                                                           FORM 12b-25

                           NOTIFICATION OF LATE FILING
                             SEC File Number: 0-9833

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

                  For Period Ended:   August 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:

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

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

         City, State and Zip Code:
         New York, NY  10012





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

         As a result of delays in filing its Annual  Report on Form 10-K for the
         fiscal year ended May 31, 1998  (which the  Registrant  expects to file
         next week), the Registrant has been unable to assemble and complete 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 M. Cronin, Esq.        (212) 925-2800
                              (Name)             (Area Code) (Telephone Number)

(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







            The Form 10-K for the year ended May 31, 1998 (which the  Registrant
         expects to file next week).

 (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) the sale of the United Kingdom  operations in fiscal 1998,
which,  not including the adjustments made in fiscal 1997  (approximately  $23.7
million in UK goodwill and $5.8 million on a UK building), 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  completed
the 1998 Form 10-K.



                        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:  October 16, 1998             By:/S/ BRUNO ADAM
                                    ------------------------
                                    Bruno Adam, CFO


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

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