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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 12b-25

                   NOTIFICATION OF LATE FILING

(Check One)
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR

For Period Ended:  December 31, 1997

SEC FILE NUMBER: 33-19980-D

CUSIP NUMBER:  125-318-105

PART I - REGISTRANT INFORMATION

Full Name of Registrant:  CGI Holding Corporation

Address of Principal Executive Offices:
  8400 Brookfield Avenue, Brookfield, Illinois 60513

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 is appropriate)

[x]  The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense

PART III - NARRATIVE

State below with reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
NSAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.  

  Certain aspects of the registrant's review process have not been completed
prior to the filing date.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
notification:

John Giura (708)485-3434

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities and 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 answer is
no, identify report(s).  [X] Yes  [ ] No

(3) It is anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statement to be included in the subject report or portion
thereof?  [ ] Yes [X] No

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If so, attach an explanation of the anticipated significant change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                    CGI HOLDING CORPORATION
           (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunder duly authorized.

Date:  March 30, 1998

By:  /S/ Ann Knaack, Vice-President