AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                         ON October 15, 1998
                         File No. 33-______

=================================================================

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                       VALUE HOLDINGS, INC.
     (Exact name of registrant as specified in its charter)


        Florida                                   59-2388734
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                Identification No.)


       2307 Douglas Rd, Suite 400, Miami, Florida 33145
    (Address of principal executive offices) (Zip Code)

Consulting Agreements dated August 28, 1998 and October 1, 1998
                    (Full title of the plan)

                           ALISON COHEN
       2307 Douglas Rd, Suite 400, Miami, Florida  33145
           (Name and address of agent for service)

                         (305) 868-3946
 (Telephone number, including area code, of agent for service)

     
<TABLE>
<CAPTION>
=================================================================
Title of Securities  Amount to Proposed maximum  Proposed maximum 
to be registered        be     offering price    aggregate offering
                     registered   per share            price  
 ----------------------------------------------------------------
<S>                   <C>            <C>                 <C>
Common Stock
$.0001 Par Value  7,500,000 Shares   $0.01(1)        $75,000      
  
=================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the
registration fee, based upon the average bid and asked price of the
Common Stock on October 9, 1998.

          THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
          COVERING SECURITIES THAT HAVE BEEN REGISTERED
                UNDER THE SECURITIES ACT OF 1933



                        7,500,000 Shares

                      VALUE HOLDINGS, INC.

                          Common Stock


        This Prospectus relates to 24,000,000 shares of common
stock, $.0001 par value (the  Common Stock ), of Value Holdings,
Inc., a Florida corporation (the  Company ), issuable pursuant to
Consulting Agreements described herein.

        The delivery of this Prospectus at any time does not imply
that the information contained herein is correct as of any time
subsequent to the date hereof.  No person has been authorized to
give any information or to make any representation other than as
contained herein in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon.


      ----------------------------------------------------


  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
      UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      -----------------------------------------------------


         The date of this Prospectus is October 15, 1998.




<PAGE>
              DESCRIPTION OF CONSULTING AGREEMENT

    The Company has entered into three separate Consulting
Agreements (the  Agreements ) one of which is dated August 28,
1998, and the others are dated October 1, 1998, pursuant to which
the Company has agreed to issue an aggregate of 7,500,000 shares
(the  Shares ) of the Company s Common Stock in payment for
consulting services to the Company concerning management,
marketing, strategic planning, corporate organization and
structure, financial matters, expansion of services, acquisitions
and business opportunities in connection with the Company s
business.  The three consultants are Rawlinson Russell Group, which
will receive 2,500,000 of the Shares for its services, Future
Ventures Limited, who will receive 4,000,000 of the Shares for its
services, and Monument Holdings Ltd., which will receive 1,000,000
shares for its services. The three Agreements are independent and
the consultants will perform their services separately.

REGISTRATION OF THE SHARES

        Pursuant to each of the Agreements, the Company has agreed
to register the Shares on a Registration Statement on Form S-8
under the Securities Act of 1933, as amended, in connection with
their original issuance to the consultants.  This Prospectus
relates to a Registration Statement on Form S-8 which was filed
with the Securities and Exchange Commission on the date hereof
and which became effective as of such filing.

RESALE OF THE SHARES

        The Agreements do not impose any restrictions on the resale
of the Shares.  However, if a recipient of Shares is or becomes an 
 affiliate  of the Company, as such term is defined in Rule 144
promulgated under the Securities Act, at any such time, such person
will be subject to the limitations on the amount of securities
which may be sold imposed under Rule 144(e)(1).  Rule 144(e)(1)
generally provides that the number of shares of Common Stock which
may be sold in any three month period may not exceed the greater of
(i) 1% of the outstanding Common Stock as shown by the most recent
published report of the Company or (ii) the average weekly reported
volume of trading in the Common Stock, as reported through NASDAQ,
for the four weeks preceding the filing of a notice of proposed
sale of the Common Stock, if required under Rule 144(b) under the
Securities Act, or preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution
directly with a market maker.

        Additional information regarding the Agreements not set
forth in this Prospectus may be obtained from the Company at 2307
Douglas Rd, Suite 400, Miami, FL 33145. 




           CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        At the time of issuance of the Shares, each of the
consultants recognized ordinary income for federal income tax
purposes in an amount equal to the then fair market value of the
Shares received by such consultant.

        Each consultant will recognize gain or loss on the
subsequent sale of the Shares in an amount equal to the difference
between the amount realized and the tax basis of such Shares, which
will equal the amount included in the consultant s income by reason
of the issuance of the Shares.  Provided such Shares are held as a
capital asset, such gain or loss will be long-term or short-term
capital gain or loss depending upon whether the Shares have been
held for more than one year.

        The Agreement is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, and is not
qualified under Section 401(a) of the Code.

        This discussion is only a summary of certain significant
federal income tax consequences and each consultant should consult
an independent tax adviser as to all of the federal and state
income tax consequences relating to the receipt or sale of the
Shares.

                      CERTAIN INFORMATION

        The documents incorporated by reference in Item 3 of Part
II of the Form S-8, and any other documents required to be
delivered pursuant to Rule 428(b), promulgated under the Securities
Act, are available from the Company, without charge, upon written
or oral request.  Requests for documents should be directed to the
President of the Company.  The documents incorporated by reference
in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.

<PAGE>
                      VALUE HOLDINGS, INC.
                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

        There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed under the Securities Exchange Act of 1934, as
amended (the  Exchange Act ), with the Securities and Exchange
Commission (the  Commission ) by Value Holdings, Inc.
(the  Company  or the  Registrant ):

        (a)  The Registrant s Transition Report on Form 10-KSB for
the fiscal period ended October 31, 1997;

        (b)  The Registrant s Quarterly Reports on Form 10-Q for
the fiscal quarters ended January 31, and 1998, April 30, 1998, and
July 31, 1998; and 

        (c)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Registrant with the Commission
since October 31, 1997.

        All documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The Company is authorized to issue 180,000,000 shares of
Common Stock, par value $.0001 per share (the  Common Stock ). 
Holders of the Common Stock have one vote per share on each matter
submitted to a vote of stockholders, the right to receive such
dividends, if any, as may be declared by the Board of Directors out
of assets legally available therefor and the right to receive net
assets in liquidation after payment of all amounts due to creditors
and all preferential amounts due to holders of any preferred stock. 
Holders of the Common Stock have no conversion rights and are not
entitled to any preemptive or subscription rights.  The Common
Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in
the election of directors.

        The Company is also authorized to issue 20,000,000 shares
of Preferred Stock.  750,000 shares of Preferred Stock are
outstanding.

        The Common Stock is traded in the over-the-counter market
and quoted under the symbol  VALH .


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under the Florida Business Corporation Act and the By-laws
of the Company, the Company may indemnify an existing or former
director, officer, employee or agent of the Company, against
expenses, judgments, fines and amounts paid in settlement in
connection with any action, suit or proceeding brought against such
persons in such present or former capacity, including actions or
suits by or in the right of the Company, so long as such person
acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company or, with respect
to a criminal action or proceeding, so long as such person had no
reasonable cause to believe his conduct was unlawful.  The
foregoing indemnification shall be made only upon a determination
by the Board of Directors of the Company, upon the majority vote of
a quorum of disinterested directors, the stockholders or, in
certain cases, independent legal counsel, that the applicable
standard of conduct has been met. No indemnification may be made,
however, to any person who has been adjudged to be liable to the
Company, unless the Court renders an order in favor of such
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.  EXHIBITS.

        4.1  (a) Consulting Agreement dated August 28, 199 between 
                 the Registrant and the Rawlinson Russell Group

             (b) Consulting Agreement dated October 1, 1998 between 
                 the Registrant and Future Ventures Limited.

             (c) Consulting Agreement dated October 1, 1998 between 
                 the Registrant and Monument Holdings, Ltd.


ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or      
               sales are being made, a post-effective amendment to 
               this registration statement 

           (i) to provide any prospectus required by Section      
               10(a)(3) of the Securities Act of 1933, as amended 
               (the  Securities Act ).
 
          (ii) to reflect in the prospectus any facts or events   
               arising after the effective date of the registration 
               statement (or the most recent post-effective       
               amendment thereof) which, individually, or in the  
               aggregate, represent a fundamental change in the   
               information set forth in this Registration         
               Statement. Notwithstanding the foregoing, any 
               increase or decrease in the volume of securities   
               offered (if the total dollar value of securities   
               offered would not exceed that which was registered) 
               and any deviation from the low or high end of the  
               estimated maximum offering range may be reflected in 
               the form of prospectus filed with the Commission   
               pursuant to Rule 424(b) if, in the aggregate, the  
               changes in volume and price represent no more than 
               20 percent change in the maximum aggregate offering 
               price set forth in the "Calculation of Registration 
               Fee table in the effective registration statement. 

         (iii) To include any material information with respect to 
               the plan of distribution not previously disclosed in 
               this Registration Statement or any material change 
               to such information in the registration statement; 
               provided however, that clauses (i) and (ii) above do 
               not apply if the information required to be included 
               in a post-effective amendment by those clauses is  
               contained in periodic reports filed by the         
               Registrant pursuant to Sections 13 or 15(d) of the 
               Exchange Act that are incorporated by reference in 
               this Registration Statement.

           (2) That, for the purpose of determining liability     
               under the Securities Act, each such post-effective 
               amendment shall be deemed to be a new registration 
               statement relating to the securities offered       
               therein, and the offering of such securities at that 
               time shall be deemed to be the initial bona fide   
               offering thereof.

           (3) To remove from Registration by means of a          
               post-effective amendment any of the securities being 
               registered which remain unsold at the termination of 
               the offering.

        (b) The undersigned Registrant hereby undertakes that, for 
            purposes of determining any liability under the       
            Securities Act of 1933, each filing of the registrant 
            s annual report pursuant to Section 13(a) or Section  
            15(d) of the Exchange Act (and, where applicable, each 
            filing of an employee benefit plan s annual report    
            pursuant to Section 15(d) of the Exchange Act) that is
            incorporated by reference in this Registration        
            Statement shall be deemed to be a new registration    
            statement relating to the securities offered therein, 
            and the offering of such securities at that time shall 
            be deemed to be the initial bona fide offering        
            thereof. 

                                II-2
<PAGE>   7

        (c) Insofar as indemnification for liabilities arising    
            under the Securities Act may be permitted to directors, 
            officers and controlling persons of the registrant    
            pursuant to the foregoing provisions, or otherwise, the
            registrant has been advised that in the opinion of the 
            Commission such indemnification is against public     
            policy as expressed in the Securities Act and is,     
            therefore, unenforceable.  In the event that a claim  
            for indemnification against such liabilities (other   
            than the payment by the Registrant of expenses incurred 
            or paid by a director, officer or controlling person of 
            the Registrant in the successful defense of any action, 
            suit or proceeding) is asserted by such director,     
            officer or controlling person in connection with the  
            securities being registered, the Registrant will,     
            unless in the opinion of its counsel the matter has   
            been settled by controlling precedent, submit to a    
            court of appropriate jurisdiction the question whether 
            such indemnification by it is against public policy as 
            expressed in the Securities Act and will be governed by 
            the final adjudication of such issue.
<PAGE>
                              SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Miami, State of Florida, on August 14, 1998.

                                      VALUE HOLDINGS, INC.


                                      By: /s/ Alison Cohen
                                                                  
                              ----------------------------------
                                          Alison Cohen
                                          President



        KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alison Cohen, his
true and lawful attorney-in-fact and agent, with full powers of 
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
     Signature                          Title                     
      Date
     ---------                          -----                     
      ----
<S>                                <C>                            
<C>
/s/ Alison Cohen                   President (Principal       
October 15, 1998
----------------------------       Executive Officer) and
Alison Cohen                       Director

/s/ Ida Ovies                       Chief Financial          
October 15, 1998
----------------------------        Officer (Principal
Ida Ovies                           Financial and
                                    Accounting Officer)



/s/ Eugene Bialys                   Director                
October 15, 1998
----------------------------
Eugene Bialys


/s/ Jeffrey Kurtz                   Director                 
October 15, 1998
----------------------------
Jeffrey Kurtz
</TABLE>




<PAGE>
                             S-1
                         EXHIBIT INDEX
                                                                  


  4.1 (a) Consulting Agreement dated August 28, 1998 between the
            Registrant and the Rawlinson Russell Group.

      (b) Consulting Agreement dated October 1, 1998 between the
           Registrant and Future Ventures Limited.

      (c) Consulting Agreement dated October 1, 1998 between the
          Registrant and Monument Holdings, Ltd.


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20674}]
{"company-data": {"conformed-name": "VALUE HOLDINGS INC", "cik": "0000804191", "assigned-sic": "5812", "irs-number": "592388734", "state-of-incorporation": "FL", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66069", "film-number": "98730084"}, "business-address": {"street1": "2307 DOUGLAS ROAD", "street2": "SUITE 400", "city": "MIAMI", "state": "FL", "zip": "33145", "phone": "3054478801"}, "mail-address": {"street1": "2307 DOUGLAS ROAD", "street2": "SUITE 400", "city": "MIAMI", "state": "FL", "zip": "33145"}, "former-company": {"former-conformed-name": "LINIUM TECHNOLOGY INC", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                         ON October 15, 1998
                         File No. 33-______

=================================================================

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       VALUE HOLDINGS, INC.
     (Exact name of registrant as specified in its charter)

        Florida                                   59-2388734
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                Identification No.)

       2307 Douglas Rd, Suite 400, Miami, Florida 33145
    (Address of principal executive offices) (Zip Code)

Consulting Agreements dated August 28, 1998 and October 1, 1998
                    (Full title of the plan)

                           ALISON COHEN
       2307 Douglas Rd, Suite 400, Miami, Florida  33145
           (Name and address of agent for service)

                         (305) 868-3946
 (Telephone number, including area code, of agent for service)
=================================================================
Title of Securities  Amount to Proposed maximum  Proposed maximum 
to be registered        be     offering price    aggregate offering
                     registered   per share            price  
 ----------------------------------------------------------------
Common Stock
$.0001 Par Value  7,500,000 Shares   $0.01(1)        $75,000      
  
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee, based upon the average bid and asked price of the
Common Stock on October 9, 1998.

          THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
          COVERING SECURITIES THAT HAVE BEEN REGISTERED
                UNDER THE SECURITIES ACT OF 1933

                        7,500,000 Shares

                      VALUE HOLDINGS, INC.

                          Common Stock

        This Prospectus relates to 24,000,000 shares of common
stock, $.0001 par value (the  Common Stock ), of Value Holdings,
Inc., a Florida corporation (the  Company ), issuable pursuant to
Consulting Agreements described herein.

        The delivery of this Prospectus at any time does not imply
that the information contained herein is correct as of any time
subsequent to the date hereof.  No person has been authorized to
give any information or to make any representation other than as
contained herein in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon.

      ----------------------------------------------------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
      UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      -----------------------------------------------------

         The date of this Prospectus is October 15, 1998.
DESCRIPTION OF CONSULTING AGREEMENT

    The Company has entered into three separate Consulting
Agreements (the  Agreements ) one of which is dated August 28,
1998, and the others are dated October 1, 1998, pursuant to which
the Company has agreed to issue an aggregate of 7,500,000 shares
(the  Shares ) of the Company s Common Stock in payment for
consulting services to the Company concerning management,
marketing, strategic planning, corporate organization and
structure, financial matters, expansion of services, acquisitions
and business opportunities in connection with the Company s
business.  The three consultants are Rawlinson Russell Group, which
will receive 2,500,000 of the Shares for its services, Future
Ventures Limited, who will receive 4,000,000 of the Shares for its
services, and Monument Holdings Ltd., which will receive 1,000,000
shares for its services. The three Agreements are independent and
the consultants will perform their services separately.

REGISTRATION OF THE SHARES

        Pursuant to each of the Agreements, the Company has agreed
to register the Shares on a Registration Statement on Form S-8
under the Securities Act of 1933, as amended, in connection with
their original issuance to the consultants.  This Prospectus
relates to a Registration Statement on Form S-8 which was filed
with the Securities and Exchange Commission on the date hereof
and which became effective as of such filing.

RESALE OF THE SHARES

        The Agreements do not impose any restrictions on the resale
of the Shares.  However, if a recipient of Shares is or becomes an 
 affiliate  of the Company, as such term is defined in Rule 144
promulgated under the Securities Act, at any such time, such person
will be subject to the limitations on the amount of securities
which may be sold imposed under Rule 144(e)(1).  Rule 144(e)(1)
generally provides that the number of shares of Common Stock which
may be sold in any three month period may not exceed the greater of
(i) 1% of the outstanding Common Stock as shown by the most recent
published report of the Company or (ii) the average weekly reported
volume of trading in the Common Stock, as reported through NASDAQ,
for the four weeks preceding the filing of a notice of proposed
sale of the Common Stock, if required under Rule 144(b) under the
Securities Act, or preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution
directly with a market maker.

        Additional information regarding the Agreements not set
forth in this Prospectus may be obtained from the Company at 2307
Douglas Rd, Suite 400, Miami, FL 33145. 

           CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        At the time of issuance of the Shares, each of the
consultants recognized ordinary income for federal income tax
purposes in an amount equal to the then fair market value of the
Shares received by such consultant.

        Each consultant will recognize gain or loss on the
subsequent sale of the Shares in an amount equal to the difference
between the amount realized and the tax basis of such Shares, which
will equal the amount included in the consultant s income by reason
of the issuance of the Shares.  Provided such Shares are held as a
capital asset, such gain or loss will be long-term or short-term
capital gain or loss depending upon whether the Shares have been
held for more than one year.

        The Agreement is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, and is not
qualified under Section 401(a) of the Code.

        This discussion is only a summary of certain significant
federal income tax consequences and each consultant should consult
an independent tax adviser as to all of the federal and state
income tax consequences relating to the receipt or sale of the
Shares.

                      CERTAIN INFORMATION

        The documents incorporated by reference in Item 3 of Part
II of the Form S-8, and any other documents required to be
delivered pursuant to Rule 428(b), promulgated under the Securities
Act, are available from the Company, without charge, upon written
or oral request.  Requests for documents should be directed to the
President of the Company.  The documents incorporated by reference
in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
VALUE HOLDINGS, INC.
                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

        There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed under the Securities Exchange Act of 1934, as
amended (the  Exchange Act ), with the Securities and Exchange
Commission (the  Commission ) by Value Holdings, Inc.
(the  Company  or the  Registrant ):

        (a)  The Registrant s Transition Report on Form 10-KSB for
the fiscal period ended October 31, 1997;

        (b)  The Registrant s Quarterly Reports on Form 10-Q for
the fiscal quarters ended January 31, and 1998, April 30, 1998, and
July 31, 1998; and 

        (c)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Registrant with the Commission
since October 31, 1997.

        All documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The Company is authorized to issue 180,000,000 shares of
Common Stock, par value $.0001 per share (the  Common Stock ). 
Holders of the Common Stock have one vote per share on each matter
submitted to a vote of stockholders, the right to receive such
dividends, if any, as may be declared by the Board of Directors out
of assets legally available therefor and the right to receive net
assets in liquidation after payment of all amounts due to creditors
and all preferential amounts due to holders of any preferred stock. 
Holders of the Common Stock have no conversion rights and are not
entitled to any preemptive or subscription rights.  The Common
Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in
the election of directors.

        The Company is also authorized to issue 20,000,000 shares
of Preferred Stock.  750,000 shares of Preferred Stock are
outstanding.

        The Common Stock is traded in the over-the-counter market
and quoted under the symbol  VALH .

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under the Florida Business Corporation Act and the By-laws
of the Company, the Company may indemnify an existing or former
director, officer, employee or agent of the Company, against
expenses, judgments, fines and amounts paid in settlement in
connection with any action, suit or proceeding brought against such
persons in such present or former capacity, including actions or
suits by or in the right of the Company, so long as such person
acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company or, with respect
to a criminal action or proceeding, so long as such person had no
reasonable cause to believe his conduct was unlawful.  The
foregoing indemnification shall be made only upon a determination
by the Board of Directors of the Company, upon the majority vote of
a quorum of disinterested directors, the stockholders or, in
certain cases, independent legal counsel, that the applicable
standard of conduct has been met. No indemnification may be made,
however, to any person who has been adjudged to be liable to the
Company, unless the Court renders an order in favor of such
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.  EXHIBITS.

        4.1  (a) Consulting Agreement dated August 28, 199 between 
                 the Registrant and the Rawlinson Russell Group

             (b) Consulting Agreement dated October 1, 1998 between 
                 the Registrant and Future Ventures Limited.

             (c) Consulting Agreement dated October 1, 1998 between 
                 the Registrant and Monument Holdings, Ltd.

ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or      
               sales are being made, a post-effective amendment to 
               this registration statement 

           (i) to provide any prospectus required by Section      
               10(a)(3) of the Securities Act of 1933, as amended 
               (the  Securities Act ).
 
          (ii) to reflect in the prospectus any facts or events   
               arising after the effective date of the registration 
               statement (or the most recent post-effective       
               amendment thereof) which, individually, or in the  
               aggregate, represent a fundamental change in the   
               information set forth in this Registration         
               Statement. Notwithstanding the foregoing, any 
               increase or decrease in the volume of securities   
               offered (if the total dollar value of securities   
               offered would not exceed that which was registered) 
               and any deviation from the low or high end of the  
               estimated maximum offering range may be reflected in 
               the form of prospectus filed with the Commission   
               pursuant to Rule 424(b) if, in the aggregate, the  
               changes in volume and price represent no more than 
               20 percent change in the maximum aggregate offering 
               price set forth in the "Calculation of Registration 
               Fee table in the effective registration statement. 

         (iii) To include any material information with respect to 
               the plan of distribution not previously disclosed in 
               this Registration Statement or any material change 
               to such information in the registration statement; 
               provided however, that clauses (i) and (ii) above do 
               not apply if the information required to be included 
               in a post-effective amendment by those clauses is  
               contained in periodic reports filed by the         
               Registrant pursuant to Sections 13 or 15(d) of the 
               Exchange Act that are incorporated by reference in 
               this Registration Statement.

           (2) That, for the purpose of determining liability     
               under the Securities Act, each such post-effective 
               amendment shall be deemed to be a new registration 
               statement relating to the securities offered       
               therein, and the offering of such securities at that 
               time shall be deemed to be the initial bona fide   
               offering thereof.

           (3) To remove from Registration by means of a          
               post-effective amendment any of the securities being 
               registered which remain unsold at the termination of 
               the offering.

        (b) The undersigned Registrant hereby undertakes that, for 
            purposes of determining any liability under the       
            Securities Act of 1933, each filing of the registrant 
            s annual report pursuant to Section 13(a) or Section  
            15(d) of the Exchange Act (and, where applicable, each 
            filing of an employee benefit plan s annual report    
            pursuant to Section 15(d) of the Exchange Act) that is
            incorporated by reference in this Registration        
            Statement shall be deemed to be a new registration    
            statement relating to the securities offered therein, 
            and the offering of such securities at that time shall 
            be deemed to be the initial bona fide offering        
            thereof. 

                                II-2
7

        (c) Insofar as indemnification for liabilities arising    
            under the Securities Act may be permitted to directors, 
            officers and controlling persons of the registrant    
            pursuant to the foregoing provisions, or otherwise, the
            registrant has been advised that in the opinion of the 
            Commission such indemnification is against public     
            policy as expressed in the Securities Act and is,     
            therefore, unenforceable.  In the event that a claim  
            for indemnification against such liabilities (other   
            than the payment by the Registrant of expenses incurred 
            or paid by a director, officer or controlling person of 
            the Registrant in the successful defense of any action, 
            suit or proceeding) is asserted by such director,     
            officer or controlling person in connection with the  
            securities being registered, the Registrant will,     
            unless in the opinion of its counsel the matter has   
            been settled by controlling precedent, submit to a    
            court of appropriate jurisdiction the question whether 
            such indemnification by it is against public policy as 
            expressed in the Securities Act and will be governed by 
            the final adjudication of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Miami, State of Florida, on August 14, 1998.

                                      VALUE HOLDINGS, INC.

                                      By: /s/ Alison Cohen
                                                                  
                              ----------------------------------
                                          Alison Cohen
                                          President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alison Cohen, his
true and lawful attorney-in-fact and agent, with full powers of 
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                          Title                     
      Date
     ---------                          -----                     
      ----
/s/ Alison Cohen                   President (Principal       
October 15, 1998
----------------------------       Executive Officer) and
Alison Cohen                       Director

/s/ Ida Ovies                       Chief Financial          
October 15, 1998
----------------------------        Officer (Principal
Ida Ovies                           Financial and
                                    Accounting Officer)

/s/ Eugene Bialys                   Director                
October 15, 1998
----------------------------
Eugene Bialys

/s/ Jeffrey Kurtz                   Director                 
October 15, 1998
----------------------------
Jeffrey Kurtz
S-1
                         EXHIBIT INDEX
                                                                  

  4.1 (a) Consulting Agreement dated August 28, 1998 between the
            Registrant and the Rawlinson Russell Group.

      (b) Consulting Agreement dated October 1, 1998 between the
           Registrant and Future Ventures Limited.

      (c) Consulting Agreement dated October 1, 1998 between the
          Registrant and Monument Holdings, Ltd.