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                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   Form 8-K

              Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934



     Date of Report:  February 20, 1998

                           CGI Holding Corporation
          ------------------------------------------------------
          (Exact Name of registrant as specified in its charter)

     Nevada                    33-19980-D                87-0450450
  ----------------            -------------          ------------------
  (State or other             (Commission            (I.R.S. Employer     
   jurisdiction of             File Number)          Identification No.)
   incorporation)

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

     Registrant's telephone number, including area code:  (708) 485-3434

                                   NA
       -----------------------------------------------------------------
         (Former name or former address, if changed since last report.)
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 Item 4.  Change in Registrant's Certifying Accountant

On February 20, 1998, the board of directors of CGI Holding Corporation (the 
"Company") changed the Company's certifying accountant from Hansen Barnett and 
Maxwell to Poulos & Bayer, LTD.  Poulos & Bayer, LTD had been the auditors for 
the Company's principal subsidiaries, Roli Ink and Safe Environment Corp. 
which were acquired by the Company in a transaction treated as a "reverse 
merger" whereby the control of the Company was transferred to the principals 
of Roli Ink and Safe Environment Corp.  Poulos & Bayer Ltd. had been the 
certifying accountants for both Roli Ink and Safe Environment Corp. prior to 
the merger.

The change in accountants was made to better reflect the fact that the 
operations of the Company were in its subsidiaries which were located in 
Illinois and Wisconsin, which are geographically close to the Illinois office 
of Poulos & Bayer LTD as opposed to Salt Lake City, Utah which is were Hansen 
Barnett and Maxwell is located.  The Company has no disputes or disagreements 
with Hansen Barnett & Maxwell on any matter of accounting principles or 
practices, financial statement disclosure, or auditing scope or procedure.  
The certifying report on the financial statements of the Company prepared by 
Hansen Barnett & Maxwell over the past two years has contained no adverse 
opinion or disclaimer of opinion, or was modified as to uncertainty, audit 
scope, or accounting principles.
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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.

                                CGI HOLDING CORPORATION


Dated:  February 26, 1998       By:/S/ John Giura, Principal Accounting,
                                   and Chief Financial Officer