UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):__ Form 10-K __Form 20-F __Form 11-K _X_Form 10-Q
__Form N-SAR
For period Ended: July 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:______________________
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
_____________________Value_Holdings,_Inc.________________________
Former Name if Applicable
__________________________________________________________________
Address of Principal Executive Office (Street and Name)
__________________2307_Douglas_Road,_Ste_400_,____________________
City, State and Zip Code
_______________________Miami,_Fla_33145___________________________
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expanse 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 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, 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 subject quarterly report of
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 Forms 10-K, 20_f,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The Company is awaiting receipt of the results of operations for
the quarter from a material non consolidated foreign subsidiary to
complete the financial statements for the quarter ended July 31,
1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to
this information
________Ida_C._Ovies______ __305__ _______447-8801___________
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 o the
Investment Company Act od 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) 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?
___YES __NO
If so attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
_________________________________________________________________
_________________Value_Holdings,_Inc.____________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:__September_14,_1998_____ By: /s/___Ida_C._Ovies______
