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                  U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A
                                AMENDMENT NO. 1

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT 
OF 1934

                   For the quarterly period ended:  June 30, 1997

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934

                   Commission File Number:  33-19980-D

CGI HOLDING CORPORATION
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(Exact name of small business issuer as specified in its charter)

     Nevada                                          87-0450450
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(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

8400 Brookfield Avenue, Brookfield, Illinois           60513
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      (Address of principal executive offices)               (Zip Code)

(708) 485-3434
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(Issuer telephone number)

Gemstar Enterprises, Inc., 73-251 Amber Street, Palm Desert, California 92260
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(Former name, former address and former fiscal year, if changed since last 
report)

     Check whether the Issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 
shorter period that the Company was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.        Yes 
[X]  No [  ]   Yes [ ]   No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:    8,272,778 shares of its 
$0.001 par value common stock as of September 5, 1997.

Transitional Small Business Disclosure Format (check one)  Yes  [  ]  No  [X]
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                        ITEM 5.  OTHER INFORMATION

     As a result of the acquisition of Roli Ink Corporation and Safe 
Environment Corp., the Company changed its fiscal year from September 30 to 
the fiscal year end of Role and SECO which is December 31.  The Company 
believes the change in fiscal year is appropriate as all operations will be 
conducted in Roli and SECO.  Additionally, the Company has had no operations 
for several years so the change of fiscal year end would not affect the 
financial operations of the Company as much as it would it new operating 
subsidiaries.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Company has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                     CGI HOLDING CORPORATION


Dated:  December 9, 1997             By:/S/John Giura, Principal Accounting,
                                         and Chief Financial Officer