SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

                       COMMISSION FILE NUMBER 33-19980-D

CHECK ONE

[X] FORM 10-K AND FORM 10-KSB [ ] FORM 11-K

[ ] FORM 20-F [ ] FORM 10-Q AND FORM 10-QSB [ ] FORM N-SAR

FOR THE PERIOD ENDED DECEMBER 31, 1999

[ ] TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB

[ ] TRANSITION REPORT ON FORM 20-F

[ ] TRANSITION REPORT ON FORM 11-K

[ ] TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB

[ ] TRANSITION REPORT ON FORM N-SAR

FOR THE PERIOD ENDED _________________________

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: ALL

                                     PART I

                             REGISTRANT INFORMATION

FULL NAME OF REGISTRANT : CGI HOLDING CORPORATION

ADDRESS OF PRINCIPAL EXECUTIVE OFFICE : 8400 BROOKFIELD AVE

CITY, STATE AND ZIP CODE : BROOKFIELD, ILLINOIS 60513



                                    PART II

                             RULE 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)

          (a)  THE REASONS DESCRIBED IN REASONABLE DETAIL IN PART III OF THIS
               FORM COULD NO BE ELIMNATED WITHOUT UNREASONABLE EFFORT OR
               EXPENSE;

          (b)  THE SUBJECT ANNUAL REPORT, SEMI-ANNUAL REPORT, TRANSITION REPORT
   [X]         ON FORM 10-KSB, OR PORTION THEREOF WILL BE FILED ON OR BEFORE THE
               15TH 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-KSB OR THE  TRANSITION
REPORT THEREOF COULD NOT BE FILED WITHIN THE PRESCRIBED TIME PERIOD.


THE REGISTRANT IS INCORPORATING SEC COMMENTS RELATING TO 1997 10-KSB AND MERGER
WITH SAFE ENVIRONMENT CORPORATION AND ROLI INK CORPORATION ON AUGUST 4, 1997.


                                    PART IV

                               OTHER INFORMATION

(1)  NAME  AND  TELEPHONE  NUMBER  OF  PERSON  TO  CONTACT  IN  REGARD  TO  THIS
NOTIFICATION


JOHN GIURA                (708)387-0900
- ---------------          ------------------
(NAME)                   (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  PROCEEDING  12  MONTHS  OR FOR SUCH  SHORTER  PERIOD  THAT TH
REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S) BEEN FILED?  IF THE ANSWER IS NO,
IDENTIFY REPORT(S).

[X] YES  [ ] NO

(3) IS IT ANTICPATED 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?

[ ] YES  [X] NO

                                   SIGNATURE

CGI HOLDING CORPORATION
- -----------------------

HAS  CAUSED  THIS  NOTIFICATION  TO BE SIGNED ON ITS  BEHALF BY THE  UNDERSIGNED
THEREUNTO DULY AUTHORIZED.

DATE: MARCH 30, 2000    BY:/S/ JOHN GIURA
                               JOHN GIURA, PRESIDENT AND DIRECTOR
                               (PRINCIPAL EXECUTIVE OFFICER)