SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20579

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) - July 2, 1996

                          REUNITED HOLDINGS, INC.
          (Exact name of registrant as specified in this charter)

      Rhode Island          0-15238              05-0301429
      (State or other       (Commission          (IRS Employer
      jurisdiction of       File Number)         Identification No.)
      incorporation or
      organization)

        Two Executive Drive, Fort Lee, NJ         07024
     (Address of principal executive offices)    (Zip Code)

     Registrant's telephone number, including area code: (201) 585-2100

     Victoria Creations, Inc., 30 Jefferson Park Rd., Warwick, RI 02888
        (Former Name or Former Address, if Changed Since Last Report)


          Item 2.   Acquisition or Disposition of Assets.

                    Effective as of July 2, 1996, the Company sold
          substantially all of its assets and certain of its lia-
          bilities to Victoria Acquisition Group, Inc., a Rhode
          Island corporation (the "Purchaser"), pursuant to an
          Amended and Restated Asset Purchase Agreement dated as of
          May 31, 1996 (the "Asset Purchase Agreement").  The
          Company is a 79.8% owned subsidiary of United Merchants
          and Manufacturers, Inc., a Delaware corporation ("UM&M"). 
          The Company and UM&M have been operating under the pro-
          tection of the United States Bankruptcy Court for the
          Southern District of New York (the "Court") since filing
          a voluntary petition for Chapter 11 relief (Jointly
          Administered Chapter 11 Case No. 96 B 40941 (AJG)) on
          February 22, 1996 (the "Filing Date").  The terms and
          conditions of the Asset Purchase Agreement were approved
          in all respects by an Order of the Court entered June 24, 1996.

                    In accordance with the terms of the Asset
          Purchase Agreement, the Company sold, free and clear of
          all liens, claims, interests, encumbrances, obligations
          and liabilities (other than those assumed by the Purchas-
          er, the "Assumed Liabilities") substantially all of the
          assets used in its business, including, inter alia, all
          of the Company's trademarks, licenses and license agree-
          ments, accounts receivable, inventory, machinery and
          equipment, customer lists, and goodwill, but excluding
          the assets used in the operation of the Company's design
          services business, cash on hand and certain other rights
          enumerated in the Asset Purchase Agreement, for a pur-
          chase price of approximately $24,517,460 (the "Purchase
          Price"), subject to certain adjustments as described in
          the Asset Purchase Agreement.  The Purchase Price con-
          sisted of (i) $4,966,724 in cash, (ii) assumption by the
          Purchaser of the entire debt up to and including the
          Filing Date (including all principal and interest and any
          penalties thereon) owed by the Company to Foothill Capi-
          tal Corp. (the "Foothill Debt"), and (iii) assumption by
          the Purchaser of the Assumed Liabilities.  The Purchase
          Price was the result of arm's length negotiations between
          the Company and the Purchaser and was determined to be
          "fair and reasonable" by the Court.

                    As part of the transaction, the Purchaser
          obtained the release of the Company and UM&M from certain
          obligations respecting the Foothill Debt, including
          UM&M's guaranty of the Foothill Debt.  In addition, the
          name "Victoria Creations, Inc." was included in the
          assets sold and, accordingly, the Company has filed
          Articles of Amendment to the Articles of Incorporation
          with the Secretary of State of the State of Rhode Island
          in order to change its name to "Reunited Holdings, Inc."

                    Robert Andreoli, a principal of the Purchaser,
          is the original owner and founder of the Company.  Mr.
          Andreoli sold the business to Jonathan Logan in 1984
          which in turn was acquired by UM&M later that year.  Mr.
          Andreoli's son, Richard Andreoli, has served as an execu-
          tive of the Company since 1982.

                    The Asset Purchase Agreement and the Order
          Under 11 U.S.C. ss.ss. 105(a), 363(b), (f), (m), and 365, and
          Fed. R. Bankr. P. 2002, 6004, and 6006 (i) Approving
          Asset Purchase Agreement with Victoria Acquisition Group,
          Inc., (ii) Authorizing Sale of Substantially All Assets
          of Victoria Creations, Inc., (iii) Authorizing Assumption
          and Assignment of Executory Contracts and Leases, and
          (iv) Granting Related Relief entered by the Court on June
          24, 1996 are annexed hereto as Exhibit 2.1 and Exhibit
          2.2, respectively, and incorporated herein by reference. 
          On July 3, 1996, the Company issued a press release
          describing the sale of the assets, which is attached
          hereto as Exhibit 99.1 and incorporated herein by reference.

          Item 3.   Bankruptcy or Receivership.

                    On February 22, 1996, the Company and UM&M,
          each filed a voluntary petition for relief under Chapter
          11 of the United States Bankruptcy Code, 11 U.S.C. ss.ss.
          101-1330, as amended (the "Bankruptcy Code").  On Febru-
          ary 22, 1996, the Company issued a press release announc-
          ing that it filed a petition for relief under Chapter 11. 
          The February 22, 1996 press release is annexed hereto as
          Exhibit 99.2 and is incorporated herein by reference.

                    The Company's bankruptcy case was assigned to
          the Honorable Arthur J. Gonzalez and designated as Case
          No. 96 B 40940.  UM&M's bankruptcy case was assigned to
          the Honorable Arthur J. Gonzalez and designated as Case
          No. 96 B 40941.  The cases are jointly administered and
          consolidated for procedural purposes only pursuant to an
          order entered on February 22, 1996.  The Company contin-
          ues to operate its business and manage its property as a
          debtor-in-possession pursuant to sections 1107 and 1108
          of the Bankruptcy Code.

          Item 7.  Pro Forma Financial Statements and Exhibits.

          (b)  Pro Forma Financial Information.

                    The required pro forma financial information is
          attached hereto on pages F-1 through F-5.


          (c)  Exhibits.

          2.1       Amended and Restated Asset Purchase Agreement
                    dated as of May 31, 1996 among Victoria Acqui-
                    sition Group, Inc. and Victoria Creations, Inc.

          2.2       Order Under 11 U.S.C. ss.ss. 105(a), 363(b), (f),
                    (m), and 365, and Fed. R. Bankr. P. 2002, 6004,
                    and 6006 (i) Approving Asset Purchase Agreement
                    with Victoria Acquisition Group, Inc., (ii)
                    Authorizing Sale of Substantially All Assets of
                    Victoria Creations, Inc., (iii) Authorizing
                    Assumption and Assignment of Executory Con-
                    tracts and Leases, and (iv) Granting Related
                    Relief entered by the Court on June 24, 1996.

          99.1      Press release dated July 3, 1996 describing the
                    sale of the assets.

          99.2      Press release dated February 22, 1996, announc-
                    ing that the Company filed a petition for re-
                    lief under Chapter 11.


                                  Signature

                    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.

          Dated:  July 17, 1996         Reunited Holdings, Inc.

                                        By /s/Norman R. Forson     
                                          Name:  Norman R. Forson
                                          Title: Senior Vice President



          (b)  Pro Forma Financial Information                     Page

          Pro Forma Financial Information - Condensed Balance     
          Sheet as of March 31, 1996

          Pro Forma Financial Information - Condensed Statement
          of Operations for the year ended June 30, 1995 and the
          nine months ended March 31, 1996



          EXHIBIT INDEX

          Exhibit                                                     Page

          2.1       Amended and Restated Asset Purchase Agreement
                    dated as of May 31, 1996 among Victoria Acqui-
                    sition Group, Inc. and Victoria Creations, Inc.

          2.2       Order Under 11 U.S.C. ss.ss. 105(a), 363(b), (f),
                    (m), and 365, and Fed. R. Bankr. P. 2002, 6004,
                    and 6006 (i) Approving Asset Purchase Agreement
                    with Victoria Acquisition Group, Inc., (ii)
                    Authorizing Sale of Substantially All Assets of
                    Victoria Creations, Inc., (iii) Authorizing
                    Assumption and Assignment of Executory Con-
                    tracts and Leases, and (iv) Granting Related
                    Relief entered by the Court on June 24, 1996.

          99.1      Press release dated July 3, 1996 describing the
                    sale of the assets.

          99.2      Press release dated February 22, 1996, announc-
                    ing that the Company filed a petition for re-
                    lief under Chapter 11.








     REUNITED HOLDINGS, INC. (formerly Victoria Creations,
     Inc.), D.I.P.

     PRO FORMA FINANCIAL STATEMENTS:

     The following pro forma financial statements
     reflect the sale on July 1, 1996 by the Company of most
     of its operating assets for proceeds of $5.0 million in
     cash and the assumption by the purchaser of $19.55 mil-
     lion of the Company's liability to its senior secured
     lender.  The Company simultaneously used a portion of the
     cash proceeds to payoff the balance owed to the senior
     secured lender.

     The sale of these operating assets resulted in a
     non-cash loss of approximately $25 million which will be
     included in the Company's financial statements for the
     quarter and year ended June 30, 1996.


     REUNITED HOLDINGS, INC. (formerly Victoria Creations,
     Inc.), D.I.P. 

     Pro Forma Balance Sheet

     The following pro forma condensed balance sheet
     reflects the sale on July 1, 1996 by the Company of most
     of its operating assets as if the sale had occurred on
     March 31, 1996.

                                                 (000 omitted)
                                 ----------------------------------------
                                                 PRO FORMA
                                                ADJUSTMENTS
                                           --------------------
                                      AS      ASSETS            PRO FORMA
         MARCH 31, 1996            REPORTED    SOLD   PROCEEDS   ADJUSTED
                                  --------- --------- --------- ---------
                    ASSETS
         Current Assets:
          Cash.......................  $759             $5,000     $5,567
                                                          (192)
          Receivables, net .......... 8,704   ($8,704)                  0
          Inventories................17,392   (17,392)                  0
          Other current assets....... 1,335    (1,335)                  0
                                  --------- --------- --------- ---------
              Total Current Assets  $28,190  ($27,431)  $4,808     $5,567

         Plant and Equipment.........$5,306   ($5,306)                 $0
          Less depreciation..........(4,190)    4,190                   0
                                  --------- --------- --------- ---------
           Net Plant and Equipment   $1,116   ($1,116)      $0         $0

         Other Assets:
          Goodwill..................$20,168  ($20,168)                  0
          Other......................   780      (780)                  0
                                  --------- --------- --------- ---------
                Total Other Assets  $20,948  ($20,948)       $0        $0
                                  --------- --------- --------- ---------
                      Total Assets  $50,254  ($49,495)   $4,808    $5,567
                                   ========= ========= ========= =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         Current Liabilities:
          Accounts payable...........  $424                          $424
          Accrued expenses........... 1,425                         1,425
                                  --------- --------- --------- ---------
           Total Current Liablilties $1,849        $0        $0    $1,849

         Liabilities subject to compromise:
          Accounts payable...........$4,487                        $4,487
          Due to Parent Company......14,966                        14,966
                                  --------- --------- --------- ---------
          Total Liabilities Subject
                     to Compromise  $19,453        $0        $0   $19,453

         Secured long-term debt......19,743             (19,551)        0
                                                           (192)
         Stockholders' Equity:
          Common stock.............     $58                           $58
          Additional paid-in 
           capital.................  32,998                        32,998
          Retained earnings 
           (deficit)..............  (23,847)                      (23,847)
          Loss on sale.............          ($49,495)  $24,551   (24,944)
                                  --------- --------- --------- ---------
         Total Stockholders' Equity  $9,209  ($49,495)  $24,551  ($15,735)
                                  --------- --------- --------- ---------
       Total Liabilities and Equity $50,254  ($49,495)   $4,808    $5,567
                                  ========= ========= ========= =========


     REUNITED HOLDINGS, INC. (formerly Victoria Creations,
     Inc.), D.I.P. 

     Pro Forma Statement of Operations

     The following pro forma condensed statements of
     operations reflect the sale on July 1, 1996 by the Compa-
     ny of most of its operating assets as if the sale had
     occurred on July 1, 1994.  The pro forma adjustments
     column deletes the results of operations of the operating
     assets sold.  The pro forma adjusted column reflects the
     estimated results of operations of the design group which
     was not included in the operating assets sold.

                                                    (000 omitted)
                                          ------------------------------
                                                     PRO FORMA
                                              AS      ADJUST-  PRO FORMA
         YEAR ENDED JUNE 30, 1995:         REPORTED    MENTS    ADJUSTED
                                          ---------  --------- ---------
         Net sales..........................$49,863   ($49,563)     $300
         Cost of sales......................(28,085)    27,805      (280)
         Selling, general and administrative
          expenses..........................(19,049)    19,049
         Amortization of goodwill............. (720)       720
                                           --------- --------- ---------
                    Operating Income         $2,009    ($1,989)      $20

        Interest expense.....................(3,347)    $3,347
        Royalty income........................   50        (50)
        Income taxes..........................  (25)        25
                                           --------- --------- ---------
                        Net Earnings        ($1,313)    $1,333       $20
                                           ========= ========= =========

        Average common shares outstanding.....7,800                7,800

        Net Earnings per Share...............($0.17)              $0.003



                                                    (000 omitted)
                                          ------------------------------
                                                     PRO FORMA
                                               AS     ADJUST-  PRO FORMA
         NINE MONTHS ENDED MARCH 31, 1996:  REPORTED   MENTS    ADJUSTED
                                           --------- --------- ---------
         Net sales...........................$37,451 ($37,226)     $225
         Cost of sales.......................(19,947)  19,737      (210)
         Selling, general and administrative
          expenses...........................(14,098)  14,098
         Amortization of goodwill............   (540)     540
                                           --------- --------- ---------
                    Operating Income          $2,866  ($2,851)      $15

         Interest expense.....................(1,690)  $1,690
         Royalty income......................     20      (20)
         Income taxes........................    (19)      19
                                           --------- --------- ---------
                        Net Earnings          $1,177  ($1,162)      $15
                                           ========= ========= =========

         Average common shares outstanding.....7,800              7,800

         Net Earnings per Share................$0.15             $0.002
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{"company-data": {"conformed-name": "VICTORIA CREATIONS INC", "cik": "0000796812", "assigned-sic": "3960", "irs-number": "050301429", "state-of-incorporation": "RI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15238", "film-number": "96595962"}, "business-address": {"street1": "1650 PALISADE AVE", "city": "TEANECK", "state": "NJ", "zip": "07666", "phone": "2018371700"}, "mail-address": {"street1": "1650 PALISADE AVE", "city": "TEANECK", "state": "NJ", "zip": "07666"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20579

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) - July 2, 1996

                          REUNITED HOLDINGS, INC.
          (Exact name of registrant as specified in this charter)

      Rhode Island          0-15238              05-0301429
      (State or other       (Commission          (IRS Employer
      jurisdiction of       File Number)         Identification No.)
      incorporation or
      organization)

        Two Executive Drive, Fort Lee, NJ         07024
     (Address of principal executive offices)    (Zip Code)

     Registrant's telephone number, including area code: (201) 585-2100

     Victoria Creations, Inc., 30 Jefferson Park Rd., Warwick, RI 02888
        (Former Name or Former Address, if Changed Since Last Report)

          Item 2.   Acquisition or Disposition of Assets.

                    Effective as of July 2, 1996, the Company sold
          substantially all of its assets and certain of its lia-
          bilities to Victoria Acquisition Group, Inc., a Rhode
          Island corporation (the "Purchaser"), pursuant to an
          Amended and Restated Asset Purchase Agreement dated as of
          May 31, 1996 (the "Asset Purchase Agreement").  The
          Company is a 79.8% owned subsidiary of United Merchants
          and Manufacturers, Inc., a Delaware corporation ("UM&M"). 
          The Company and UM&M have been operating under the pro-
          tection of the United States Bankruptcy Court for the
          Southern District of New York (the "Court") since filing
          a voluntary petition for Chapter 11 relief (Jointly
          Administered Chapter 11 Case No. 96 B 40941 (AJG)) on
          February 22, 1996 (the "Filing Date").  The terms and
          conditions of the Asset Purchase Agreement were approved
          in all respects by an Order of the Court entered June 24, 1996.

                    In accordance with the terms of the Asset
          Purchase Agreement, the Company sold, free and clear of
          all liens, claims, interests, encumbrances, obligations
          and liabilities (other than those assumed by the Purchas-
          er, the "Assumed Liabilities") substantially all of the
          assets used in its business, including, inter alia, all
          of the Company's trademarks, licenses and license agree-
          ments, accounts receivable, inventory, machinery and
          equipment, customer lists, and goodwill, but excluding
          the assets used in the operation of the Company's design
          services business, cash on hand and certain other rights
          enumerated in the Asset Purchase Agreement, for a pur-
          chase price of approximately $24,517,460 (the "Purchase
          Price"), subject to certain adjustments as described in
          the Asset Purchase Agreement.  The Purchase Price con-
          sisted of (i) $4,966,724 in cash, (ii) assumption by the
          Purchaser of the entire debt up to and including the
          Filing Date (including all principal and interest and any
          penalties thereon) owed by the Company to Foothill Capi-
          tal Corp. (the "Foothill Debt"), and (iii) assumption by
          the Purchaser of the Assumed Liabilities.  The Purchase
          Price was the result of arm's length negotiations between
          the Company and the Purchaser and was determined to be
          "fair and reasonable" by the Court.

                    As part of the transaction, the Purchaser
          obtained the release of the Company and UM&M from certain
          obligations respecting the Foothill Debt, including
          UM&M's guaranty of the Foothill Debt.  In addition, the
          name "Victoria Creations, Inc." was included in the
          assets sold and, accordingly, the Company has filed
          Articles of Amendment to the Articles of Incorporation
          with the Secretary of State of the State of Rhode Island
          in order to change its name to "Reunited Holdings, Inc."

                    Robert Andreoli, a principal of the Purchaser,
          is the original owner and founder of the Company.  Mr.
          Andreoli sold the business to Jonathan Logan in 1984
          which in turn was acquired by UM&M later that year.  Mr.
          Andreoli's son, Richard Andreoli, has served as an execu-
          tive of the Company since 1982.

                    The Asset Purchase Agreement and the Order
          Under 11 U.S.C. ss.ss. 105(a), 363(b), (f), (m), and 365, and
          Fed. R. Bankr. P. 2002, 6004, and 6006 (i) Approving
          Asset Purchase Agreement with Victoria Acquisition Group,
          Inc., (ii) Authorizing Sale of Substantially All Assets
          of Victoria Creations, Inc., (iii) Authorizing Assumption
          and Assignment of Executory Contracts and Leases, and
          (iv) Granting Related Relief entered by the Court on June
          24, 1996 are annexed hereto as Exhibit 2.1 and Exhibit
          2.2, respectively, and incorporated herein by reference. 
          On July 3, 1996, the Company issued a press release
          describing the sale of the assets, which is attached
          hereto as Exhibit 99.1 and incorporated herein by reference.

          Item 3.   Bankruptcy or Receivership.

                    On February 22, 1996, the Company and UM&M,
          each filed a voluntary petition for relief under Chapter
          11 of the United States Bankruptcy Code, 11 U.S.C. ss.ss.
          101-1330, as amended (the "Bankruptcy Code").  On Febru-
          ary 22, 1996, the Company issued a press release announc-
          ing that it filed a petition for relief under Chapter 11. 
          The February 22, 1996 press release is annexed hereto as
          Exhibit 99.2 and is incorporated herein by reference.

                    The Company's bankruptcy case was assigned to
          the Honorable Arthur J. Gonzalez and designated as Case
          No. 96 B 40940.  UM&M's bankruptcy case was assigned to
          the Honorable Arthur J. Gonzalez and designated as Case
          No. 96 B 40941.  The cases are jointly administered and
          consolidated for procedural purposes only pursuant to an
          order entered on February 22, 1996.  The Company contin-
          ues to operate its business and manage its property as a
          debtor-in-possession pursuant to sections 1107 and 1108
          of the Bankruptcy Code.

          Item 7.  Pro Forma Financial Statements and Exhibits.

          (b)  Pro Forma Financial Information.

                    The required pro forma financial information is
          attached hereto on pages F-1 through F-5.

          (c)  Exhibits.

          2.1       Amended and Restated Asset Purchase Agreement
                    dated as of May 31, 1996 among Victoria Acqui-
                    sition Group, Inc. and Victoria Creations, Inc.

          2.2       Order Under 11 U.S.C. ss.ss. 105(a), 363(b), (f),
                    (m), and 365, and Fed. R. Bankr. P. 2002, 6004,
                    and 6006 (i) Approving Asset Purchase Agreement
                    with Victoria Acquisition Group, Inc., (ii)
                    Authorizing Sale of Substantially All Assets of
                    Victoria Creations, Inc., (iii) Authorizing
                    Assumption and Assignment of Executory Con-
                    tracts and Leases, and (iv) Granting Related
                    Relief entered by the Court on June 24, 1996.

          99.1      Press release dated July 3, 1996 describing the
                    sale of the assets.

          99.2      Press release dated February 22, 1996, announc-
                    ing that the Company filed a petition for re-
                    lief under Chapter 11.

                                  Signature

                    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.

          Dated:  July 17, 1996         Reunited Holdings, Inc.

                                        By /s/Norman R. Forson     
                                          Name:  Norman R. Forson
                                          Title: Senior Vice President

          (b)  Pro Forma Financial Information                     Page

          Pro Forma Financial Information - Condensed Balance     
          Sheet as of March 31, 1996

          Pro Forma Financial Information - Condensed Statement
          of Operations for the year ended June 30, 1995 and the
          nine months ended March 31, 1996

          EXHIBIT INDEX

          Exhibit                                                     Page

          2.1       Amended and Restated Asset Purchase Agreement
                    dated as of May 31, 1996 among Victoria Acqui-
                    sition Group, Inc. and Victoria Creations, Inc.

          2.2       Order Under 11 U.S.C. ss.ss. 105(a), 363(b), (f),
                    (m), and 365, and Fed. R. Bankr. P. 2002, 6004,
                    and 6006 (i) Approving Asset Purchase Agreement
                    with Victoria Acquisition Group, Inc., (ii)
                    Authorizing Sale of Substantially All Assets of
                    Victoria Creations, Inc., (iii) Authorizing
                    Assumption and Assignment of Executory Con-
                    tracts and Leases, and (iv) Granting Related
                    Relief entered by the Court on June 24, 1996.

          99.1      Press release dated July 3, 1996 describing the
                    sale of the assets.

          99.2      Press release dated February 22, 1996, announc-
                    ing that the Company filed a petition for re-
                    lief under Chapter 11.

     REUNITED HOLDINGS, INC. (formerly Victoria Creations,
     Inc.), D.I.P.

     PRO FORMA FINANCIAL STATEMENTS:

     The following pro forma financial statements
     reflect the sale on July 1, 1996 by the Company of most
     of its operating assets for proceeds of $5.0 million in
     cash and the assumption by the purchaser of $19.55 mil-
     lion of the Company's liability to its senior secured
     lender.  The Company simultaneously used a portion of the
     cash proceeds to payoff the balance owed to the senior
     secured lender.

     The sale of these operating assets resulted in a
     non-cash loss of approximately $25 million which will be
     included in the Company's financial statements for the
     quarter and year ended June 30, 1996.

     REUNITED HOLDINGS, INC. (formerly Victoria Creations,
     Inc.), D.I.P. 

     Pro Forma Balance Sheet

     The following pro forma condensed balance sheet
     reflects the sale on July 1, 1996 by the Company of most
     of its operating assets as if the sale had occurred on
     March 31, 1996.

                                                 (000 omitted)
                                 ----------------------------------------
                                                 PRO FORMA
                                                ADJUSTMENTS
                                           --------------------
                                      AS      ASSETS            PRO FORMA
         MARCH 31, 1996            REPORTED    SOLD   PROCEEDS   ADJUSTED
                                  --------- --------- --------- ---------
                    ASSETS
         Current Assets:
          Cash.......................  $759             $5,000     $5,567
                                                          (192)
          Receivables, net .......... 8,704   ($8,704)                  0
          Inventories................17,392   (17,392)                  0
          Other current assets....... 1,335    (1,335)                  0
                                  --------- --------- --------- ---------
              Total Current Assets  $28,190  ($27,431)  $4,808     $5,567

         Plant and Equipment.........$5,306   ($5,306)                 $0
          Less depreciation..........(4,190)    4,190                   0
                                  --------- --------- --------- ---------
           Net Plant and Equipment   $1,116   ($1,116)      $0         $0

         Other Assets:
          Goodwill..................$20,168  ($20,168)                  0
          Other......................   780      (780)                  0
                                  --------- --------- --------- ---------
                Total Other Assets  $20,948  ($20,948)       $0        $0
                                  --------- --------- --------- ---------
                      Total Assets  $50,254  ($49,495)   $4,808    $5,567
                                   ========= ========= ========= =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         Current Liabilities:
          Accounts payable...........  $424                          $424
          Accrued expenses........... 1,425                         1,425
                                  --------- --------- --------- ---------
           Total Current Liablilties $1,849        $0        $0    $1,849

         Liabilities subject to compromise:
          Accounts payable...........$4,487                        $4,487
          Due to Parent Company......14,966                        14,966
                                  --------- --------- --------- ---------
          Total Liabilities Subject
                     to Compromise  $19,453        $0        $0   $19,453

         Secured long-term debt......19,743             (19,551)        0
                                                           (192)
         Stockholders' Equity:
          Common stock.............     $58                           $58
          Additional paid-in 
           capital.................  32,998                        32,998
          Retained earnings 
           (deficit)..............  (23,847)                      (23,847)
          Loss on sale.............          ($49,495)  $24,551   (24,944)
                                  --------- --------- --------- ---------
         Total Stockholders' Equity  $9,209  ($49,495)  $24,551  ($15,735)
                                  --------- --------- --------- ---------
       Total Liabilities and Equity $50,254  ($49,495)   $4,808    $5,567
                                  ========= ========= ========= =========

     REUNITED HOLDINGS, INC. (formerly Victoria Creations,
     Inc.), D.I.P. 

     Pro Forma Statement of Operations

     The following pro forma condensed statements of
     operations reflect the sale on July 1, 1996 by the Compa-
     ny of most of its operating assets as if the sale had
     occurred on July 1, 1994.  The pro forma adjustments
     column deletes the results of operations of the operating
     assets sold.  The pro forma adjusted column reflects the
     estimated results of operations of the design group which
     was not included in the operating assets sold.

                                                    (000 omitted)
                                          ------------------------------
                                                     PRO FORMA
                                              AS      ADJUST-  PRO FORMA
         YEAR ENDED JUNE 30, 1995:         REPORTED    MENTS    ADJUSTED
                                          ---------  --------- ---------
         Net sales..........................$49,863   ($49,563)     $300
         Cost of sales......................(28,085)    27,805      (280)
         Selling, general and administrative
          expenses..........................(19,049)    19,049
         Amortization of goodwill............. (720)       720
                                           --------- --------- ---------
                    Operating Income         $2,009    ($1,989)      $20

        Interest expense.....................(3,347)    $3,347
        Royalty income........................   50        (50)
        Income taxes..........................  (25)        25
                                           --------- --------- ---------
                        Net Earnings        ($1,313)    $1,333       $20
                                           ========= ========= =========

        Average common shares outstanding.....7,800                7,800

        Net Earnings per Share...............($0.17)              $0.003

                                                    (000 omitted)
                                          ------------------------------
                                                     PRO FORMA
                                               AS     ADJUST-  PRO FORMA
         NINE MONTHS ENDED MARCH 31, 1996:  REPORTED   MENTS    ADJUSTED
                                           --------- --------- ---------
         Net sales...........................$37,451 ($37,226)     $225
         Cost of sales.......................(19,947)  19,737      (210)
         Selling, general and administrative
          expenses...........................(14,098)  14,098
         Amortization of goodwill............   (540)     540
                                           --------- --------- ---------
                    Operating Income          $2,866  ($2,851)      $15

         Interest expense.....................(1,690)  $1,690
         Royalty income......................     20      (20)
         Income taxes........................    (19)      19
                                           --------- --------- ---------
                        Net Earnings          $1,177  ($1,162)      $15
                                           ========= ========= =========

         Average common shares outstanding.....7,800              7,800

         Net Earnings per Share................$0.15             $0.002