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: August 31, 1997
            ( ) 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 August 31,
1997.

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).
                                     __ YES   _X_NO

The Company has not yet filed its form 10KSB for the year ended
February 28, 1997. As previously reported, the Company is awaiting
completion of its year end audit, which was delayed due to the
Company's change in auditors. 

________________________________________________________________

(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   _X_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:__October_15,_1997_____       By: /s/___Ida_C._Ovies______