SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 FORM 10-Q
                                     
                                     
  X   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934

               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1994
                                    or
    Transition Report pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934
               For the transition period from _____ to _____
                                     
                                     
                      Commission File Number: 0-3585
                         ________________________
                                     
                   EVEREST & JENNINGS INTERNATIONAL LTD.
          (Exact name of registrant as specified in its charter)
                                     
             DELAWARE                                95-2536185
 (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification No.)
                                     
          1100 CORPORATE SQUARE DRIVE, ST. LOUIS, MISSOURI  63132
                 (Address of principal executive offices)
                                     
     Registrant's telephone number, including area code:  314-995-7000
                                     
                              NOT APPLICABLE
           (Former name, former address and former fiscal year,
                       if changed since last report)
                         ________________________
                                     
        Securities registered pursuant to Section 12(b) of the Act:
                                     
                              Number of shares
                           issued and outstanding    Name of exchange
    Title of each class      as of May 12, 1994    on which registered
    ___________________      __________________    ___________________

       Common Stock;
      par value:  $.01           72,199,612      American Stock Exchange

     Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by  check mark  whether the  registrant (1)  has filed all reports
required to  be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was  required to file such reports), and (2) has been subject to
the filing requirements for the past 90 days:   Yes X     No


                       QUARTERLY REPORT ON FORM 10-Q
                                     
                              MARCH 31, 1994


                             TABLE OF CONTENTS

                                                                       Page
PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements                                      3

     Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                  20


PART II.   OTHER INFORMATION

     Item 1.  Legal Proceedings                                        24

     Item 2.  Changes in Securities                                    26

     Item 3.  Defaults upon Senior Securities                          26

     Item 4.  Submission of Matters to a Vote of Security Holders      26

     Item 5.  Other Information                                        26

     Item 6.  Exhibits and Reports on Form 8-K                         27


SIGNATURE                                                              28



                      PART I:  FINANCIAL INFORMATION
                                     
                                     
ITEM 1.   FINANCIAL STATEMENTS

    The  consolidated   financial  statements  included  herein  have  been
prepared by  the management  of Everest  & Jennings International Ltd. (the
"Company") without  audit pursuant  to the  rules and  regulations  of  the
Securities and  Exchange Commission.   In  the opinion  of management,  all
adjustments (consisting  only of  normal recurring  accruals) necessary  to
state fairly the data included herein in accordance with generally accepted
accounting principles  for interim  financial information  have been  made.
Certain information and footnote disclosures normally included in financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles have  been condensed  or omitted  pursuant  to  such  rules  and
regulations.  Management believes that the disclosures are adequate to make
the information  presented not  misleading.   It is  suggested  that  these
consolidated  financial   statements  be   read  in  conjunction  with  the
consolidated financial  statements and  the notes  thereto included  in the
Company's latest  Annual Report  on Form  10-K for  the fiscal  year  ended
December 31, 1993.

                   CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in thousands except per-share data)
                                     
                                     
                                            Three Months Ended March 31
                                            ---------------------------
                                                 1994          1993
                                               --------      --------
                                                    (Unaudited)

Revenues                                       $20,213       $24,752    
Cost of sales                                   14,606        17,449    
                                               _______       _______

    Gross profit                                 5,607         7,303    

Selling expenses                                 5,222         5,512    
General and administrative expenses              1,534         3,159    
                                               _______       _______

    Total operating expenses                     6,756         8,671    
                                               _______       _______


Loss from operations                            (1,149)       (1,368)   

Interest expense, BIL (Note 5)                     113           660

Interest  expense                                  350           858
                                               _______       _______


Loss before income taxes                        (1,612)       (2,886)   
    
Income tax provisions                               61            91    
                                               _______       _______

Net loss                                       $(1,673)      $(2,977)   


Loss per share (Note 7)                         $(.02)        $(.33)    


Weighted average number of Common
Shares outstanding                            72,199,612    9,146,000   



           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
                                     
                                     

                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
                                     
                                  ASSETS

                                               March 31    December 31
                                                 1994          1993
                                               --------    -----------
                                             (Unaudited)
CURRENT ASSETS:

    Cash and cash equivalents                  $    44       $ 1,872
    Accounts receivable, less allowance
      for doubtful accounts of $1,280
      in 1994 and $1,506 in 1993                18,876        15,677
    Inventories (Note 9)                        13,236        15,289
    Assets held for sale (Notes 1 and 6)        13,984        14,609
    Other current assets                         2,280         1,494
                                                ______        ______

    Total current assets                        48,420        48,941
                                                ______        ______


PROPERTY, PLANT AND EQUIPMENT:                        

    Land                                           145           150
    Buildings and improvements                   3,570         3,597
    Machinery and equipment                     12,716        12,410
                                                ______        ______

                                                16,431        16,157
    Less accumulated depreciation
      and amortization                          (9,331)       (9,105)
                                                ______        ______

    Property, plant and equipment, net           7,100         7,052


INTANGIBLE ASSETS, NET                             932         1,007

OTHER ASSETS                                       507           515
                                                ______        ______

TOTAL ASSETS                                   $56,959       $57,515


           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements

                                     
                                     
                                     
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
                                     
                   LIABILITIES AND STOCKHOLDERS' DEFICIT

                                               March 31    December 31
                                                 1994          1993
                                               --------    -----------
                                             (Unaudited)
CURRENT LIABILITIES:
    Short-term borrowings and current installments
      of long-term debt of $1,579 in 1994
      and $1,562 in 1993 (Note 5)              $19,685       $20,897
    Accounts payable                             7,592         8,099
    Accrued payroll costs                        8,137         9,360
    Accrued interest, BIL (Note 5)                 298           185
    Accrued expenses                            10,673        10,863
    Accrued restructuring expenses (Note 1)      6,705         6,292
                                                ______        ______

    Total current liabilities                   53,090        55,696
                                                ______        ______

LONG-TERM DEBT, NET OF CURRENT PORTION
      (Note 5)                                   3,490         3,622

LONG-TERM BORROWINGS FROM BIL (Note 5)           9,052         4,802

OTHER LONG-TERM LIABILITIES                        385           403

COMMITMENTS AND CONTINGENCIES (Note 11)               
                                                      
STOCKHOLDERS' DEFICIT: (Notes 4 and 10)
    Series A Convertible Preferred Stock        11,089        11,089
    Series B Convertible Preferred Stock         1,317         1,317
    Series C Convertible Preferred Stock        20,000        20,000
    Common Stock, par value: $.01;
      authorized 120,000,000 shares                722           722
    Additional paid-in capital                 105,578       105,578
    Accumulated deficit                       (144,368)     (142,449)
    Minimum pension liability adjustment        (2,606)       (2,606)
    Cumulative translation adjustments            (790)         (659)
                                                ______        ______

    Total stockholders' deficit                 (9,058)       (7,008)
                                                ______        ______

TOTAL LIABILITIES AND STOCKHOLDERS'
  DEFICIT                                      $56,959       $57,515


           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements




                                       EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
                                                                  
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                              FOR THE THREE MONTHS ENDED MARCH 31, 1994
                                                                  
                                                       (Dollars in thousands)
                                                             (unaudited)
                                                                  
                                                                  
                                                                  

                                        Series A               Series B                 Series C
                                      Convertible             Convertible             Convertible                   
                                    Preferred Stock         Preferred Stock         Preferred Stock           Common Stock  
                                    ---------------         ---------------         ---------------           ------------
                                    Shares    Amount        Shares    Amount        Shares    Amount        Shares    Amount
                                    ------    ------        ------    ------        ------    ------        ------    ------

                                                                                                

Balance at December 31, 1993     6,622,206   $11,089       786,357    $1,317    20,000,000   $20,000    72,199,612      $722


Accrued Dividends on Series A
  Convertible Preferred Stock           --        --            --        --            --        --            --        --


Net loss                                --        --            --        --            --        --            --        --


Translation adjustments of
consolidated subsidiaries               --        --            --        --            --        --            --        --
                                 _________   _______       _______    ______    __________   _______    __________      ____


Balance at March 31, 1994        6,622,206   $11,089       786,357    $1,317    20,000,000   $20,000    72,199,612      $722



                                       EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
                                                                  
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                              FOR THE THREE MONTHS ENDED MARCH 31, 1994
                                                                  
                                                       (Dollars in thousands)
                                                             (unaudited)
                                                                  
                                                             (continued)                                          6


                                                                    Minimum             
                                     Additional     Accumu-         Pension        Cumulative         
                                      Paid-in        lated         Liability      Translation         
                                      Capital       Deficit        Adjustment     Adjustments        Total
                                     ----------     -------        ----------     -----------        -----

                                                                                     

Balance at December 31, 1993         $105,578      $(142,449)       $(2,606)         $(659)         $(7,008)


Accrued Dividends on Series A                

  Convertible Preferred Stock              --           (246)            --             --             (246)


Net loss                                   --         (1,673)            --             --           (1,673)


Translation adjustments                    --             --             --           (131)            (131)
                                       ______       ________         ______           ____           ______
                                             
Balance at March 31, 1994            $105,578      $(144,368)       $(2,606)         $(790)         $(9,058)




          The accompanying Notes are an integral part of this Consolidated Financial Statement


                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in thousands)
                                     
                                            Three Months Ended March 31
                                             -------------------------
                                                 1994          1993
                                               --------      --------
                                                    (Unaudited)
Cash flows from operating activities:
    Net loss                                   $(1,673)      $(2,977)   
    Adjustment to reconcile net loss to
        cash used in operating activities:
      Depreciation and amortization                301           733    

Changes in operating assets and liabilities:
    Accounts receivable                         (3,199)       (1,322)   
    Inventories                                  2,053        (2,652)   
    Accounts payable                              (507)       (3,229)   
    Accrued interest, BIL                          113           660
    Accrued payroll costs, expenses and
        income taxes                            (1,659)       (1,135)   
    Accrued restructuring expenses                 413        (2,414)   
    Other, net                                    (778)          133    
                                                ______        ______    

    Cash used in operating activities           (4,936)      (12,203)   
                                                ______        ______    
Cash flows from investing activities:                               
    Capital expenditures                          (274)       (2,497)   
    Changes in Assets held for sale                625           ---
                                                ______        ______    
    Cash provided by (used in) investing 
         activities                                351        (2,497)
                                                ______        ______    
Cash flows from financing activities:
    Advances from BIL                            4,250        14,000
    Increase (decrease) in short-term and
        long-term borrowings, net               (1,344)          714    
    Changes in other long-term liabilities         (18)          (17)   
                                                ______        ______    

    Cash provided by financing activities        2,888        14,697    
                                                ______        ______    

Effect of exchange rate changes on cash flow      (131)           (9)   
                                                ______        ______    

Decrease in cash balance                        (1,828)          (12)   
Cash and cash equivalents balance at
    beginning of year                            1,872           145    
                                                ______        ______    

Cash and cash equivalents balance at end
    of the three-month period                   $   44       $   133    

Supplemental disclosures of cash flow information:
    Cash paid for interest                      $  195       $   481    
    Cash paid for income taxes                  $  106       $   179    


           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
                                     
                                     
                                     

           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
               (Dollars in thousands except per-share data)
                                     
                                     
NOTE 1 -- CORPORATE RESTRUCTURING

    The Company  has incurred  substantial financial losses in a continuing
effort to  restructure its  operations with  the objective  of  becoming  a
stronger long-term  competitor in  the durable  medical equipment industry.
Restructuring activities  have included asset sales, significant reductions
in  headcount,   salaries  and   fringe  benefits,   plant   closures   and
consolidations, product line rationalization, debt to equity conversion and
outsourcing of manufacturing operations.  In addition to the foregoing, the
Company is  pursuing the  sale or  other disposition  of the  Smith & Davis
institutional business and Everest & Jennings de Mexico.

    The accompanying  consolidated financial  statements have been prepared
under the  going concern concept.  The going concern concept anticipates an
entity will  continue in  its  present  form  and,  accordingly,  uses  the
historical cost  basis to  prepare financial  statements.   The Company has
incurred substantial  restructuring expenses and recurring operating losses
and has  a net  capital deficiency  at March 31, 1994.  No assurance can be
made that  the Company  will  successfully  emerge  from  or  complete  its
restructuring activities.



NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Significant accounting  policies followed  for the  three month  period
ended March  31, 1994  are the  same as those disclosed in the Notes to the
Company's December  31, 1993  Consolidated Financial Statements, which were
included in  the Company's  Annual Report  on Form 10-K for the fiscal year
ended December  31, 1993.   All  dollar amounts in these Notes to Unaudited
Consolidated Financial Statements are in thousands except per-share data or
as otherwise  specified.   In the  opinion of  management, all adjustments,
consisting  of   normal  recurring   adjustments  necessary   for  a   fair
presentation of  (a) the  consolidated results  of operations for the three
month periods ended March 31, 1994 and 1993; (b) the consolidated financial
position at  March 31, 1994 and December 31, 1993; and (c) the consolidated
cash flows  for the  three month periods ended March 31, 1994 and 1993 have
been made.   Certain  reclassifications have  been  made  to  prior  period
financial statements to conform with current period presentation.



NOTE 3 -- ACQUISITION

    In  January,   1994,  the   Company  completed   the  acquisition  (the
"Acquisition") of  Medical Composite  Technology, Inc.  ("MCT").  The $10.6
million purchase  price consisted  of the  issuance of  8,000,000 shares of
Common Stock,  $2 million in the form of pre-closing cash advances, and the
assumption of  $0.6 million  of net liabilities.  Additionally, the Company
assumed the  equivalent of  107,614 unvested stock options for the purchase
of the Company's Common Stock.

    The Acquisition  was accounted for as a purchase.  Of the $10.6 million
purchase price,  $9.7 million  was attributable  to in-process research and
development, and  was expensed  in 1993.  The balance of the purchase price
over the  fair value  of assets  acquired, $0.9  million, was  allocated to
goodwilland is being amortized over a period of three years.

    For purposes  of consolidated  financial  statement  presentation,  the
Acquisition was  accounted for as if it was completed on December 31, 1993.
Accordingly, the  Company's consolidated  financial statements  as of March
31, 1994 and December 31, 1993 include the assets and liabilities of MCT.

    Pro forma combined results of operations (unaudited) of the Company and
MCT for  the three  month period ended March 31, 1993 are shown below.  Pro
forma results  of operations  are not necessarily indicative of the results
of operations  if the  companies had constituted a single entity during the
period combined.

                                            March 31, 1993
                                            --------------
                                        (Dollars in millions,
                                        except per-share data)

    Net sales                                   $25.1
    Net loss from continuing operations         (13.3)
    Net loss per share                           (.78)




NOTE 4 -- DEBT RESTRUCTURING AND CONVERSION

    As of  September 30,  1993, the Company, Everest & Jennings, Inc. ("E&J
Inc."), Jennings  Investment Co.  and BIL  entered into  a Debt  Conversion
Agreement to provide for the conversion (the "Debt Conversion Transaction")
of approximately $75 million in principal and accrued, unpaid interest (the
"Converted BIL  Debt"), owed  by the  Company and E&J Inc.  Pursuant to the
Debt Conversion  Agreement, (a)  the Company  and E&J  Inc. issued to BIL a
Convertible Promissory  Note --  Common Stock  (the "Common Stock Note") in
the initial  principal amount  of $45  million and a Convertible Promissory
Note --  Preferred Stock  (the "Preferred  Stock  Note")  in  the  original
principal amount  of $20  million; (b)  BIL agreed to lend to E&J Inc. $5.7
million to allow E&J Inc. to repay the outstanding balance of cash advances
owed by  E&J Inc.  to the  Hongkong & Shanghai Banking Corporation ("HSBC")
under the  terms of  a Revolving Credit Agreement dated as of September 30,
1992, as  amended (the  "Revolving Credit Agreement"), between E&J Inc. and
HSBC; (c)  Brierley Investments  Limited, an  affiliate of  BIL, agreed  to
guarantee a letter of credit facility ("Letter of Credit Facility") between
E&J Inc.  and HSBC (or an alternative commercial lending institution) in an
amount not  exceeding $6  million through  and including June 30, 1995; (d)
BIL, as guarantor of the obligations of E&J Inc. under the Revolving Credit
Agreement, agreed to an amendment of the Revolving Credit Agreement whereby
cash advances  of up  to $10  million were  made available  for E&J  Inc.'s
working capital  needs; (e)  the Company  and E&J  Inc. agreed to indemnify
(the "Indemnification  Obligation") BIL from and against any and all losses
arising out  of BIL's  guarantee of  the Letter  of Credit Facility and the
Revolving Credit  Agreement; (f)  BIL agreed to lend to the Company and E&J
Inc. up  to $12.5 million pursuant to the terms of the Revolving Promissory
Note; (g)  BIL and  the Company  and  E&J  Inc.  entered  into  a  Security
Agreement (the  "Security Agreement") pursuant to which the Company and E&J
Inc. granted a security interest in all of their assets to BIL to secure on
a pari passu basis the obligations of the Company and E&J Inc. to BIL under
the Common  Stock Note,  the Preferred Stock Note, the Revolving Promissory
Note and  the Indemnification  Obligation; and  (h)  the  Company  and  BIL
entered into  a Registration Rights Agreement pursuant to which the Company
granted to  BIL registration  rights with respect to shares of Common Stock
held as  of the  date of  the Registration  Rights Agreement  and shares of
Common Stock  obtained by  BIL as  a result of the conversion of the Common
Stock Note  and Series  C Preferred  Stock issuable  upon conversion of the
Promissory Stock Note.

    The Company  held a  Special Meeting  of Stockholders  on December  31,
1993, to  ratify and  approve the  Debt Conversion Transaction.  Concurrent
with ratification  and approval  of the  Debt Conversion  Transaction,  the
Company's stockholders  approved and  adopted amendments  to the  Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock  from 25,000,000  to 120,000,000 and to increase the number of
authorized shares  of Preferred  Stock from  11,000,000 to  31,000,000 (the
"Recapitalization Proposals").

    BIL had  agreed, upon  stockholder  approval  of  the  Debt  Conversion
Transaction and  the Recapitalization  Proposals, to  advance E&J  Inc. $10
million to  pay HSBC  the cash  advance it  made  to  E&J  Inc.  under  the
Revolving Credit  Agreement.   Such advance  by BIL  to E&J  Inc. which has
resulted in  an increase  in the  principal amount of the Common Stock Note
from $45  million to  $55 million.   However,  subsequent  to  the  Special
Meeting of  Stockholders, BIL  and E&J  Inc. agreed to transfer $10 million
from  the  Revolving  Promissory  Note  to  the  Common  Stock  Note,  thus
increasing the balance of the Common Stock Note to $55 million.

    The Common  Stock Note  was convertible  into that  number of shares of
Common Stock  equal to  the outstanding  principal balance  of that Note at
conversion divided  by a  stated conversion price ($1.00 per share, subject
to antidilution adjustment).

    The Common Stock Note automatically converted in full upon satisfaction
of  all  of  the  following  conditions:    (a) ratification  of  the  Debt
Conversion Transaction by the stockholders of the Company; (b) approval and
adoption of the Common Stock Amendment and the Preferred Stock Amendment by
the stockholders  of the  Company; (c) the  filing and  effectiveness of an
amendment to  the Company's  Certificate of  Incorporation  to  effect  the
Common Stock  Amendment and  the Preferred Stock Amendment; (d) adoption by
the Board  of Directors  of resolutions to designate the Series C Preferred
Stock and  the filing and effectiveness of a Certificate of Designations of
the Series  C Preferred Stock (the "Series C Certificate of Designations");
(e) reservation of  a sufficient  number of  shares of  Series C  Preferred
Stock  for   issuance  on   conversion  of   the  Preferred   Stock   Note;
(f) reservation of  a sufficient  number of  Common shares  for issuance on
conversion of the Common Stock Note and the Series C Preferred Stock issued
on conversion  of the Preferred Stock Note; and (g) approval for listing on
the American  Stock Exchange of the Common shares issuable on conversion of
the Common Stock Note and the Series C Preferred Stock issued on conversion
of the  Preferred Stock  Note.   BIL waived  condition (g),  and the Common
Stock Note  converted into 55 million shares of Common stock on January 12,
1994.

    The Preferred  Stock Note was convertible into that number of shares of
Series C Preferred Stock equal to the outstanding principal balance of that
Note at  conversion divided  by a stated conversion price ($1.00 per share,
subject to  antidilution adjustment).   The  Series C  Preferred  Stock  is
convertible into shares of Common Stock on a one-for-one basis.

    The  Preferred   Stock  Note   automatically  converted  in  full  upon
satisfaction of  all of  the following conditions:  (a) ratification of the
Debt  Conversion   Transaction  by   the  stockholders   of  the   Company;
(b) approval and  adoption of  the Common Stock Amendment and the Preferred
Stock Amendment  by the  stockholders of  the Company;  (c) the filing  and
effectiveness of an amendment to the Company's Certificate of Incorporation
to effect  the Common  Stock Amendment  and the  Preferred Stock Amendment;
(d) adoption by  the Board  of Directors  of resolutions  to designate  the
Series C  Preferred Stock  and the filing and effectiveness of the Series C
Certificate of  Designations; (e) reservation  of a  sufficient  number  of
shares of  Series C  Preferred Stock  for issuance  on  conversion  of  the
Preferred Stock  Note; (f) reservation  of a  sufficient number  of  Common
shares for issuance on conversion of the Common Stock Note and the Series C
Preferred Stock  issued on  conversion of  the Preferred  Stock  Note;  and
(g) approval for  listing on  the American  Stock Exchange  of  the  Common
shares issuable  on conversion  of the  Common Stock  Note and the Series C
Preferred Stock  issued on  conversion of  the Preferred  Stock Note.   BIL
waived condition  (g), and  the Preferred  Stock  Note  converted  into  20
million shares of Series C Convertible Preferred Stock on January 12, 1994.

The conversions  of both the Common Stock Note and the Preferred Stock Note
were reflected  in the consolidated financial statements as of December 31,
1993.   No gain  or loss  was recognized as a result of the Debt Conversion
Transaction.



NOTE 5 -- DEBT

    The Company's  debt as  of March  31, 1994  and December 31, 1993 is as
follows:

                                               March 31    December 31
                                                 1994          1993
                                               --------    -----------

Revolving Promissory Note to BIL               $ 9,052       $ 4,802
Loans payable to HSBC                           10,000        10,000
Other domestic debt                              9,871        10,844
Foreign debt                                     3,304         3,675
                                                ______        ______

    Total debt                                  32,227        29,321

Less short-term debt and current installments
    of long-term debt                           19,685        20,897
                                                ______        ______
    Long-term debt, net of current
      installments, including Revolving
      Promissory Note to BIL                   $12,542       $ 8,424



    On September  30, 1992,  E&J Inc.  entered into a $20 million unsecured
Revolving Credit  Agreement with HSBC.  Advances under the Revolving Credit
Agreement bear interest at the prime rate announced by Marine Midland Bank,
N.A.  from  time  to  time.    Repayment  of  existing  debt  with  BIL  is
subordinated to  the  HSBC  debt,  and  Brierley  Investments  Limited,  an
affiliate of BIL, has guaranteed its repayment.

    In September,  1993, the  outstanding HSBC loan balance of $5.7 million
was repaid  utilizing a  cash advance  provided by  BIL under the Revolving
Promissory Note.   Furthermore, as of September 30, 1993, HSBC and E&J Inc.
agreed to  amend the  Revolving Credit  Agreement and  extend its  term for
approximately one  year.   The HSBC facility, as amended, provides up to $6
million for  letter of credit availability and, additionally, cash advances
of up to $10 million to E&J Inc.

    On October  8, 1993,  E&J Inc.  fully utilized  the $10 million in cash
advances under  the Revolving  Credit Agreement to repay a $10 million loan
from Mercantile  Bank, resulting  in no further cash availability under the
Revolving Credit Agreement.

    In connection  with the  MCT acquisition,  a total  of $2.0 million was
advanced by  the Company  to MCT prior to the closing of the transaction in
January, 1994.   These  advances have  been treated as part of the purchase
price for  the MCT acquisition.  The advances were funded to the Company by
BIL and constituted borrowings under the Revolving Promissory Note.

    As of  September 30, 1993, the Company entered into the Debt Conversion
Agreement with  BIL whereby $75 million of indebtedness was restructured by
the issuance  of the  Common Stock  Note and  the Preferred Stock Note (see
Note 4).  The balance of the indebtedness owed BIL ($6.8 million) which was
not converted  into the  Common Stock Note and the Preferred Stock Note was
treated as advances under the Revolving Promissory Note.

    As part  of the  Debt Conversion  Transaction, BIL agreed to provide to
the Company  and E&J  Inc. a  revolving credit  facility  of  up  to  $12.5
million, as evidenced by the Revolving Promissory Note.  At March 31, 1994,
$9.1 million had been advanced to the Company and E&J Inc. by BIL under the
Revolving Promissory  Note.   The Revolving Promissory Note matures on June
30, 1995,  bears interest  at the rate of 8% per annum, and is secured by a
lien on  and security  interest in  all assets  of the Company and E&J Inc.
The Revolving  Promissory Note  is subordinated to all debt borrowed by the
Company or  E&J Inc.  from, or  the payment of which has been guaranteed by
the Company  or E&J  Inc. to,  principal lenders  to the Company and/or E&J
Inc.   As of  March 31,  1994, $0.3 million of accrued, unpaid interest was
due BIL under the Revolving Promissory Note.

    In July,  1991, the  Company obtained  a three-year $13 million secured
credit facility  at an interest rate of prime plus 3% for its Smith & Davis
subsidiary.   The facility is secured by substantially all of the assets of
Smith &  Davis.  In February, 1993 this credit line was amended to increase
the availability of funding to the Company and reduce the borrowing cost to
prime plus  2%.   At March  31, 1994, the Company had borrowed $4.2 million
under this  line.    Additionally,  Smith  &  Davis  had  other  borrowings
primarily consisting of amounts owed under certain industrial revenue bonds
totaling $1.2  million at  March 31, 1994, with interest rates ranging from
8% to  prime plus  3%.   These  amounts  are  due  at  various  semi-annual
intervals through 1996.

    The Company's Canadian operation has credit facilities in the aggregate
of $4.7 million, of which $3.3 million was borrowed as of March 31, 1994 at
interest rates  ranging from prime plus 1/2% to prime plus 3/4%.  The loans
are secured by the net assets of the Canadian subsidiary.

    At March  31, 1994,  the Company was contingently liable under existing
letters of credit in the aggregate amount of approximately $3.5 million.

    Pursuant to  an agreement  with its joint venture partner in Indonesia,
the Company  has agreed  to guarantee  up to  $1  million  of  indebtedness
incurred by the joint venture to fund its operations.



NOTE 6 -- ASSETS HELD FOR SALE

    Net assets  held for  sale for the disposition of the Company's Smith &
Davis  institutional   business  and  Mexican  subsidiary  consist  of  the
following as of March 31, 1994 and December 31, 1993, and are stated at net
realizable values:

                                               March 31    December 31
                                                 1994          1993
                                               --------    -----------
          Smith & Davis:
             Accounts receivable               $ 4,275       $ 7,699
             Inventories                         6,214         6,146
             Land and buildings                  1,490         1,490
             Machinery & equipment               1,100         1,100
             Other assets                          135           196
                                                ______        ______

                                                13,214        16,631
          Everest & Jennings de Mexico:
             Net assets                            770           678
                                                ______        ______

          Total assets held for sale           $13,984       $17,309



    Results of  operations for the Smith & Davis institutional business for
the three month period ended March 31, 1994 were as follows:

                                                    Three Months
                                                Ended March 31, 1994
                                                --------------------

    Revenues                                           $5,082
    Cost of sales                                       3,601
                                                       ______

    Gross profit                                        1,481
    Operating expenses                                  1,629
    Interest expense                                      113
                                                       ______

    Net loss                                           $ (261)


    During the phase out period through the disposal date, the results of
the Smith & Davis institutional business are being included as a component
of Accrued restructuring expenses on the consolidated balance sheet.  The
operating results of the Company's Mexican subsidiary for the three month
period ended March 31, 1994 were not material.



NOTE 7 -- LOSS PER SHARE

    Loss per  share for  the three  month periods  ended March 31, 1994 and
1993 is calculated based on the weighted average number of shares of Common
Stock during the periods.



NOTE 8 -- INCOME TAXES

    In January  1993, the  Company adopted SFAS 109, "Accounting for Income
Taxes".   SFAS 109  utilizes an  asset and liability approach in accounting
for income  taxes and  requires the  recognition of deferred tax assets and
liabilities for  the expected  future tax  consequences of events that have
been recognized  in the  Company's consolidated financial statements or tax
returns.  Since it is unlikely that the Company will realize the future tax
benefits of the deferred tax asset related to its substantial net operating
losses, a  valuation allowance has been established for the full amount and
thus the  adoption of  SFAS 109 has no impact on the consolidated financial
statements of the Company.

    The Company's foreign source income is not material.



NOTE 9 -- INVENTORIES

    Inventories at  March 31,  1994 and  December 31,  1993 consist  of the
following:

                                               March 31    December 31
                                                 1994          1993
                                               --------    -----------

          Raw materials                        $ 6,587       $ 8,219
          Work-in-process                        3,942         4,131
          Finished goods                         2,707         2,939
                                                ______        ______

                                               $13,236       $15,289



NOTE 10 -- COMMON STOCK

    On March  17, 1992,  the stockholders of the Company approved a Plan of
Reclassification.   Under the  Plan of Reclassification, the Certificate of
Incorporation  of   the  Company  was  amended  to  replace  the  Company's
authorized Class  A Common Stock and Class B Common Stock with a new single
class of Common Stock having 25,000,000 authorized shares, and reclassified
each outstanding  Class A  Common share and each outstanding Class B Common
share into one share of such new single class of Common Stock.  The Plan of
Reclassification became  effective as  of the close of business on November
18, 1993.

    On December  31, 1993,  the Company's  stockholders approved  the  Debt
Conversion Transaction  (see Note  4), which resulted in the issuance of 55
million shares  of Common  Stock and  20 million  shares  of  7%  Series  C
Convertible Preferred Stock for conversion of the Common Stock Note and the
Preferred Stock Note, respectively.

    On December  31, 1993,  the Company  issued 8  million shares of Common
Stock to the stockholders of MCT (see Note 3).


NOTE 11 -- CONTINGENT LIABILITIES

    In July,  1990, a  class action  suit was filed by a stockholder of the
Company in  the United  States District  Court for  the Central District of
California.  The suit is against the Company and certain of its present and
former directors  and officers  and seeks  unspecified damages  for alleged
non-disclosure and misrepresentation concerning the Company in violation of
federal securities  laws.  The Company twice moved to dismiss the complaint
on various  grounds.   After the  first such  motion was granted, plaintiff
filed a  first amended complaint, which subsequently was dismissed by order
filed on September 20, 1991.  Plaintiff then notified the court that it did
not intend  to further  amend the  complaint, and  an order  dismissing the
complaint was entered in November 1991.  Plaintiff filed a notice of appeal
to the  Court of  Appeals for  the Ninth Circuit on December 23, 1991.  The
case was  briefed and  oral argument  heard in  June, 1993.  On January 18,
1994, the  Ninth Circuit ordered that the plaintiff's submission be vacated
pending the  outcome of  a petition  for rehearing  in  another  case  that
addresses a  similar procedural  issue that  was argued  on appeal  in that
case.   The Company  continues to  believe the  case is  without merit  and
intends to  contest the  asserted  complaints  vigorously.    The  ultimate
liability, if any, cannot be determined at this time.

    In December,  1992 ICF  Kaiser Engineers,  Inc. ("ICF  Kaiser") filed a
Demand for  Arbitration (the  "Demand")  against  the  Company  before  the
American Arbitration Association in Los Angeles, California.  ICF Kaiser in
its demand claims breach of contract between the parties for consulting and
clean up work by ICF Kaiser at E&J's former facilities located at 3233 East
Mission Oaks  Boulevard, Camarillo,  California.  The Arbitration Demand is
in the  sum of  $1.1 million.  In January, 1993 an answer and counter-claim
were filed  on behalf  of the  Company.   The answer  denies breach  of the
contract and  disputes the  monetary claim  asserted in the Demand.  In the
counterclaim, the  Company asserts  that ICF  Kaiser breached the contract,
above referenced,  by inter  alia failing  to perform the services required
under the Agreement in a reasonably cost effective manner and in accordance
with the terms and conditions of the Agreement.  In February, 1993 E&J made
a payment  without prejudice to ICF Kaiser in the sum of approximately $0.6
million.  This payment, together with prior payments, brings the total paid
to date  by the  Company to  ICF Kaiser to approximately $0.7 million.  The
entirety of  the charges  by ICF  Kaiser are disputed as unreasonable under
the  circumstances  and  the  Company  intends  to  vigorously  defend  its
position.   The Company has recorded an appropriate reserve to reflect this
matter and  does not  consider the  amount to  be material to the Company's
consolidated financial  statements.   The arbitration hearings commenced in
July, 1993  and concluded  at the  end of  the first  quarter of  1994.   A
decision is anticipated in the second half of 1994.

    Die Cast  Products, Inc.  ("Die Cast Products"), a former subsidiary of
the Company,  has been named as a defendant in a lawsuit filed by the State
of  California   pursuant  to  the  Comprehensive  Environmental  Response,
Compensation and  Liability Act  42 U.S.C. par.9601 et sec ("CERCLA").  The
Company was  originally notified  of this action on December 10, 1992.  The
lawsuit seeks  to recover response and remediation costs in connection with
the release  or threatened  release  of  hazardous  substances  at  5619-21
Randolph Street,  in the  City of  Commerce, California  ("Randolph  Street
Site").   It is  alleged that  the Randolph  Street Site  was used  for the
treatment, storage  and disposal  of hazardous  substances.    The  Company
anticipates being  named as a defendant as a result of its former ownership
of Die Cast Products, which allegedly disposed of hazardous waste materials
at the  Randolph Street  Site.   Investigation with  respect  to  potential
liability of  the Company  is in  the early stages.  Issues to be addressed
include whether  the Company  will be responsible for the disposals made by
Die Cast  Products; whether Die Cast Products actually sent hazardous waste
materials to  the Randolph Street Site; the nature, extent and costs of the
ultimate cleanup  required by  the State  of California;  the share of that
cleanup which  may ultimately  be allocated to Die Cast Products and/or the
Company; and  the extent  to which  insurance coverage may be available for
any costs  which may  eventually be  assigned to  the  Company.    Remedial
investigations performed  on behalf  of the  State  of  California  at  the
Randolph Street  Site have  disclosed soil  and groundwater  contamination.
The Company  has recorded  a reserve of $1.0 million for this matter, which
was included in the Consolidated Statements of Operations for 1993.

    In March, 1993, Everest & Jennings, Inc. ("EJI") received a notice from
the United  States Environmental  Protection Agency  ("EPA")  regarding  an
organizational meeting of generators with respect to the Casmalia Resources
Hazardous Waste  Management Facility  ("Casmalia Site")  in  Santa  Barbara
County, California.   The EPA alleges that the Casmalia Site is an inactive
hazardous waste  treatment, storage  and disposal  facility which  accepted
large volumes of commercial and industrial wastes from 1973 until 1989.  In
late 1991,  the Casmalia  Site owner/operator abandoned efforts to actively
pursue site permitting and closure and is currently conducting only minimal
maintenance activities.  The EPA estimates that the Casmalia Site's closure
trust fund,  approximately $10  million, is  substantially insufficient  to
cover cleanup  and closure  of the  site.   Since August, 1992, the EPA has
undertaken certain  interim stabilization  actions  to  control  actual  or
threatened releases  of hazardous substances at the Casmalia Site.  The EPA
is seeking  cooperation from  generators to  assist in the cleaning up, and
closing of,  the Casmalia  Site.  EJI and 64 other entities were invited to
the organizational  meeting.   The EPA  has identified  EJI as  one of  the
larger generators  of hazardous  wastes transported  to the  Casmalia Site.
EJI is  a member  of a  manufacturers'  group  of  potentially  responsible
parties which  has investigated the site and proposed a remediation plan to
the EPA.   To  reflect EJI's  estimated allocation  of costs  thereunder, a
reserve of  $1.0 million  has been  recorded, which  was  included  in  the
Consolidated Statements of Operations for 1993.

    In 1989, a patent infringement case was initiated against EJI and other
defendants in the U.S. District Court, Central District of California.  EJI
prevailed at  trial with  a directed  verdict of patent invalidity and non-
infringement.  The plaintiff filed an appeal with the U.S. Court of Appeals
for the  Federal Circuit.   On March 31, 1993, the Court of Appeals vacated
the District  Court's decision  and remanded the case for trial.  Impacting
the retrial  of this  litigation was a re-examination proceeding before the
Board of  Patent Appeals  with respect to the subject patent.  A ruling was
rendered November 23, 1993 sustaining the claim of the patent which EJI has
been charged with infringing.  Upon the issuance of a patent re-examination
certificate by the U.S. Patent Office, it is anticipated that the plaintiff
will present  a motion  to the  District Court  for an early retrial of the
case.   EJI believes that this case is without merit and intends to contest
it vigorously.  The ultimate liability of EJI, if any, cannot be determined
at this time.

    The Company  and its  subsidiaries are  parties to  other lawsuits  and
other proceedings  arising out  of the  conduct of  its ordinary  course of
business, including  those relating  to product  liability and the sale and
distribution of its products.  While the results of such lawsuits and other
proceedings cannot  be predicted with certainty, management does not expect
that the  ultimate liabilities, if any, will have a material adverse effect
on the  consolidated financial  position or  results of  operations of  the
Company.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1994

    The following table summarizes operating results of the Company for the
three months ended March 31, 1994 and 1993 (dollars in millions):


                                        Three Months Ended March 31
                                        ---------------------------
                                         1994                1993
                                     ------------        ------------
                                     Amount    %         Amount    % 
                                     ------   ---        ------   ---

          Revenue                    $20.2    100        $24.7    100
          Cost of sales               14.6     72         17.4     71
                                     ______   ____       ______   ____

          Gross profit                 5.6     28          7.3     29
          Operating expenses           6.7     33          8.7     35
                                     ______   ____       ______   ____

          Operating loss              (1.1)    (5)        (1.4)    (6)
          Interest expense             0.5      2          1.5      6
                                     ______   ____       ______   ____

          Loss before income taxes    (1.6)    (7)        (2.9)   (12)
          Income tax provisions        0.1      1          0.1      1
                                     ______   ____       ______   ____

          Net loss                   $(1.7)    (8)       $(3.0)   (13)



    First quarter 1994 revenues of $20.2 million decreased $4.5 million, or
18%,  from   1993,  due  primarily  to  discontinuing  the  Smith  &  Davis
institutional business.   Sales  of this  business and  related costs  were
included in  the consolidated results of operations of the Company for 1993
but not  1994.   If the  1994 first  quarter revenues  of the Smith & Davis
institutional business ($5.1 million) had been included in the consolidated
results, revenues  would have  increased by  $0.6 million  or 2%  from 1993
levels.  First quarter 1993 wheelchair sales and operations were negatively
impacted by  the relocation of the Company's primary domestic manufacturing
facility from  Camarillo, California  to St. Louis, Missouri which occurred
during 1992.   Delivery  delays caused  by the 1992 move have decreased and
lead times  have been  brought into  line with historic levels.  To improve
the Company's operating efficiencies and cost structure, certain production
relocation and facility rationalizations are planned during 1994.

    First quarter  1994 revenues  in the  Everest &  Jennings' Canadian and
Mexican subsidiaries  were down  $0.1 million  or 3%,  due primarily  to an
unfavorable Canadian exchange rate change.

    Total Company  first quarter  gross profit  decreased $1.7 million from
$7.3 million in 1993 to $5.6 million in 1994, due primarily to exclusion of
the Smith  & Davis  institutional business gross profit ($1.5 million) from
the Company's  1994 operating  results.   Additionally,  during  the  first
quarter, margins  were negatively  affected by  increases in  private label
wheelchair sales to distributors.

    Total Company  first quarter  operating expenses decreased $2.0 million
from $8.7  million in  1993 to  $6.7  million  in  1994  due  primarily  to
exclusion of  the Smith  & Davis  institutional business operating expenses
($1.6 million)  from the  Company's  1994  operating  results  and  reduced
general and administrative spending levels during the first quarter.  These
reductions were  partially offset  by increases in research and development
spending of  $0.4 million  from $0.1  million during  1993 to  $0.5 million
during 1994.

    Interest expense of $0.5 million in the first quarter of 1994 decreased
from the  comparable period  in the prior year due to the conversion of $75
million of debt to equity which occurred during the fourth quarter of 1993.

    In January  1993 the  Company adopted  the provisions  of SFAS No. 109,
"Accounting for  Income Taxes"  ("SFAS 109").  The adoption of SFAS 109 did
not have an impact on the consolidated financial statements.



Liquidity and Capital Resources

    The Company's  primary sources  of liquidity  are  cash  provided  from
operations, borrowings  and cash  on hand.   At March 31, 1994, the Company
had $0.04  million in  cash or $1.83 million less than the $1.87 million in
cash at  December 31, 1993.  At March 31, 1994, total debt of $32.2 million
was $2.9  million higher  than the  $29.3 million  in debt  at December 31,
1993.   The increase  was due  to advances  from BIL  in the amount of $4.3
million during  the first quarter of 1994 offset by a $1.0 million decrease
in other domestic debt and a $0.4 million decrease in other foreign debt.

    On September  30, 1992 the Company entered into a $20 million Revolving
Credit Agreement  with HSBC.  The repayment of this facility was guaranteed
by Brierley  Investments Limited,  an affiliate of BIL.  The facility would
not have  been made  available to the Company without such guaranty.  As of
September 30,  1993, HSBC and E&J Inc. agreed to amend the Revolving Credit
Agreement and  extend its  term for  approximately  one  year.    The  HSBC
facility, as  amended, provides  to E&J  Inc. up  to $6  million letter  of
credit availability  and up  to $10  million of  cash advances.    The  $10
million of cash advances has been fully utilized.

    At March 31, 1994 and December 31, 1993, under the debt agreements with
BIL and  HSBC, the  Company was obligated to repay the following amounts at
the various dates listed below.

                             3/31/94      12/31/93
                             Balance      Balance
   Debt Agreement           $ millions   $ millions      Repayment Date
   --------------           ----------   ----------      --------------

Revolving Promissory Note        9.1        4.8          June 30, 1995

HSBC Revolving Credit
  Agreement (1)                 10.0       10.0          September 30, 1994

Accrued, unpaid interest          
  due BIL                        0.3        0.2          -----
                               _____      _____       

  TOTAL                        $19.4      $15.0

[FN]
  (1) Excludes  approximately   $3.5   million   and   $3.7   million,
      respectively, committed  with respect  to outstanding letters of
      credit as of both March 31, 1994 and December 31, 1993.



    As of  September 30, 1993, the Company entered into the Debt Conversion
Agreement with  BIL whereby $75 million of indebtedness was restructured by
the issuance  of the  Common Stock  Note and the Preferred Stock Note.  The
balance of the BIL indebtedness ($6.8 million) which was not converted into
the Common  Stock Note and the Preferred Stock Note was treated as advances
under the  Revolving Promissory Note.  See Note 4 -- Debt Restructuring and
Conversion of  the Notes to the unaudited Consolidated Financial Statements
for a discussion of the Debt Conversion Transaction.

    As part  of the  Debt Conversion  Transaction, BIL agreed to provide to
the Company  and E&J  Inc. a  revolving credit  facility  of  up  to  $12.5
million, as  evidenced by  the Revolving  Promissory Note.  As of March 31,
1994, $9.1  million had  been advanced  to the  Company and E&J Inc. by BIL
under such Note, leaving an availability balance of $3.4 million.

    In July,  1991, the  Company obtained  a three-year $13 million secured
credit  line  for  its  Smith  &  Davis  subsidiary  which  is  secured  by
substantially all  of the  subsidiary's assets.   In  February,  1993  this
credit line  was amended  to increase  the availability  of funding  to the
Company and reduce the borrowing costs thereunder.  At March 31, 1994 Smith
& Davis  had borrowed $4.2 million under this line.  The Company expects to
either extend  this credit  line in  1994 or  terminate it upon the sale or
other disposition  of the  Smith  &  Davis  institutional  business.    The
Company's  Canadian   operation  has  existing  credit  facilities  in  the
aggregate of  $4.7 million, on  which $3.3 million was borrowed as of March
31, 1994.

    Accordingly, at  March 31, 1994 the Company owed $20.1 million to banks
and  other   commercial  lenders,   $3.0 million  under  capitalized  lease
obligations, and $9.1 million to BIL.

    During April  1994, the Company has required $1.3 million of additional
financing to  fund its  operating requirements  and  accrued  restructuring
expenses.  This additional funding has been provided to the Company by BIL,
bringing the  total advances  under the  Revolving Promissory Note to $10.4
million as  of May  12, 1994,  out of  an available line of credit of $12.5
million.  The Company expects to need additional financing at least through
the end  of the third quarter of 1994, and will seek to amend the Revolving
Promissory Note with BIL to provide for such requirement.

    The Company's  1994 year  to date  revenues and  operating results have
been  negatively   impacted  by   ongoing  price   competition,   liquidity
constraints and loss of market share due to the relocation of the Company's
primary domestic  wheelchair  manufacturing  facility  from  California  to
Missouri.   The loss  of customer  confidence stemming from long lead times
and  shipping  delays  due  to  start-up  inefficiencies,  computer  system
problems and  inventory imbalances in St. Louis manufacturing operations is
expected to  adversely impact  revenues, operating  income and cash flow at
least through  the end  of the  third  quarter  of  1994.    Management  is
implementing a  plan which  is intended  to address  the Company's problems
with manufacturing  and shipment  delays.   The  plan  also  addresses  the
rationalization of  the Company's  production facilities  and the increased
outsourcing of  products and  product components, the effects of which will
be to  lower the  Company's production  costs.   Order rates,  margins  and
market share  must increase, production and operating costs must be reduced
and customer  confidence must  be restored  in the  very near  term if  the
Company is  to generate the cash flow necessary to fund its operations on a
continuing basis and to achieve profitability.

    With respect  to  its  bed  and  institutional  products,  the  Company
anticipates, for  the remainder  of the  year,  severe  price  and  product
competition; however, the market demand for these products may improve once
a national  health care  reform plan  is enacted.  The Company is exploring
the sale  or other  disposition of  (i) the  Smith & Davis hospital bed and
nursing home  bed and  furniture business,  and has  retained an investment
banker to  advise it  on the  various methods and means of implementing any
such sale or disposition; and (ii) Everest & Jennings de Mexico.

    Management believes  that  the  Company's  domestic  and  international
manufacturing capacity  is sufficient  to meet  anticipated demand  for the
foreseeable future.



                        PART II:  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    In July,  1990, a  class action  suit was filed by a stockholder of the
Company in  the United  States District  Court for  the Central District of
California.  The suit is against the Company and certain of its present and
former directors  and officers  and seeks  unspecified damages  for alleged
non-disclosure and misrepresentation concerning the Company in violation of
federal securities  laws.  The Company twice moved to dismiss the complaint
on various  grounds.   After the  first such  motion was granted, plaintiff
filed a  first amended complaint, which subsequently was dismissed by order
filed on September 20, 1991.  Plaintiff then notified the court that it did
not intend  to further  amend the  complaint, and  an order  dismissing the
complaint was entered in November 1991.  Plaintiff filed a notice of appeal
to the  Court of  Appeals for  the Ninth Circuit on December 23, 1991.  The
case was  briefed and  oral argument  heard in  June, 1993.  On January 18,
1994, the  Ninth Circuit ordered that the plaintiff's submission be vacated
pending the  outcome of  a petition  for rehearing  in  another  case  that
addresses a  similar procedural  issue that  was argued  on appeal  in that
case.   The Company  continues to  believe the  case is  without merit  and
intends to  contest the  asserted  complaints  vigorously.    The  ultimate
liability, if any, cannot be determined at this time.

    In December,  1992 ICF  Kaiser Engineers,  Inc. ("ICF  Kaiser") filed a
Demand for  Arbitration (the  "Demand")  against  the  Company  before  the
American Arbitration Association in Los Angeles, California.  ICF Kaiser in
its demand claims breach of contract between the parties for consulting and
clean up work by ICF Kaiser at E&J's former facilities located at 3233 East
Mission Oaks  Boulevard, Camarillo,  California.  The Arbitration Demand is
in the  sum of  $1.1 million.  In January, 1993 an answer and counter-claim
were filed  on behalf  of the  Company.   The answer  denies breach  of the
contract and  disputes the  monetary claim  asserted in the Demand.  In the
counterclaim, the  Company asserts  that ICF  Kaiser breached the contract,
above referenced,  by inter  alia failing  to perform the services required
under the Agreement in a reasonably cost effective manner and in accordance
with the terms and conditions of the Agreement.  In February, 1993 E&J made
a payment  without prejudice to ICF Kaiser in the sum of approximately $0.6
million.  This payment, together with prior payments, brings the total paid
to date  by the  Company to  ICF Kaiser to approximately $0.7 million.  The
entirety of  the charges  by ICF  Kaiser are disputed as unreasonable under
the  circumstances  and  the  Company  intends  to  vigorously  defend  its
position.   The Company has recorded an appropriate reserve to reflect this
matter and  does not  consider the  amount to  be material to the Company's
consolidated financial  statements.   The arbitration hearings commenced in
July, 1993  and concluded  at the  end of  the first  quarter of  1994.   A
decision is anticipated in the second half of 1994.

    Die Cast  Products, Inc.  ("Die Cast Products"), a former subsidiary of
the Company,  has been named as a defendant in a lawsuit filed by the State
of  California   pursuant  to  the  Comprehensive  Environmental  Response,
Compensation and  Liability Act  42 U.S.C. par.9601 et sec ("CERCLA").  The
Company was  originally notified  of this action on December 10, 1992.  The
lawsuit seeks  to recover response and remediation costs in connection with
the release  or threatened  release  of  hazardous  substances  at  5619-21
Randolph Street,  in the  City of  Commerce, California  ("Randolph  Street
Site").   It is  alleged that  the Randolph  Street Site  was used  for the
treatment, storage  and disposal  of hazardous  substances.    The  Company
anticipates being  named as a defendant as a result of its former ownership
of Die Cast Products, which allegedly disposed of hazardous waste materials
at the  Randolph Street  Site.   Investigation with  respect  to  potential
liability of  the Company  is in  the early stages.  Issues to be addressed
include whether  the Company  will be responsible for the disposals made by
Die Cast  Products; whether Die Cast Products actually sent hazardous waste
materials to  the Randolph Street Site; the nature, extent and costs of the
ultimate cleanup  required by  the State  of California;  the share of that
cleanup which  may ultimately  be allocated to Die Cast Products and/or the
Company; and  the extent  to which  insurance coverage may be available for
any costs  which may  eventually be  assigned to  the  Company.    Remedial
investigations performed  on behalf  of the  State  of  California  at  the
Randolph Street  Site have  disclosed soil  and groundwater  contamination.
The Company  has recorded  a reserve of $1.0 million for this matter, which
was included in the Consolidated Statements of Operations for 1993.

    In March, 1993, Everest & Jennings, Inc. ("EJI") received a notice from
the United  States Environmental  Protection Agency  ("EPA")  regarding  an
organizational meeting of generators with respect to the Casmalia Resources
Hazardous Waste  Management Facility  ("Casmalia Site")  in  Santa  Barbara
County, California.   The EPA alleges that the Casmalia Site is an inactive
hazardous waste  treatment, storage  and disposal  facility which  accepted
large volumes of commercial and industrial wastes from 1973 until 1989.  In
late 1991,  the Casmalia  Site owner/operator abandoned efforts to actively
pursue site permitting and closure and is currently conducting only minimal
maintenance activities.  The EPA estimates that the Casmalia Site's closure
trust fund,  approximately $10  million, is  substantially insufficient  to
cover cleanup  and closure  of the  site.   Since August, 1992, the EPA has
undertaken certain  interim stabilization  actions  to  control  actual  or
threatened releases  of hazardous substances at the Casmalia Site.  The EPA
is seeking  cooperation from  generators to  assist in the cleaning up, and
closing of,  the Casmalia  Site.  EJI and 64 other entities were invited to
the organizational  meeting.   The EPA  has identified  EJI as  one of  the
larger generators  of hazardous  wastes transported  to the  Casmalia Site.
EJI is  a member  of a  manufacturers'  group  of  potentially  responsible
parties which  has investigated the site and proposed a remediation plan to
the EPA.   To  reflect EJI's  estimated allocation  of costs  thereunder, a
reserve of  $1.0 million  has been  recorded, which  was  included  in  the
Consolidated Statements of Operations for 1993.

    In 1989, a patent infringement case was initiated against EJI and other
defendants in the U.S. District Court, Central District of California.  EJI
prevailed at  trial with  a directed  verdict of patent invalidity and non-
infringement.  The plaintiff filed an appeal with the U.S. Court of Appeals
for the  Federal Circuit.   On March 31, 1993, the Court of Appeals vacated
the District  Court's decision  and remanded the case for trial.  Impacting
the retrial  of this  litigation was a re-examination proceeding before the
Board of  Patent Appeals  with respect to the subject patent.  A ruling was
rendered November 23, 1993 sustaining the claim of the patent which EJI has
been charged with infringing.  Upon the issuance of a patent re-examination
certificate by the U.S. Patent Office, it is anticipated that the plaintiff
will present  a motion  to the  District Court  for an early retrial of the
case.   EJI believes that this case is without merit and intends to contest
it vigorously.  The ultimate liability of EJI, if any, cannot be determined
at this time.

    The Company  and its  subsidiaries are  parties to  other lawsuits  and
other proceedings  arising out  of the  conduct of  its ordinary  course of
business, including  those relating  to product  liability and the sale and
distribution of its products.  While the results of such lawsuits and other
proceedings cannot  be predicted with certainty, management does not expect
that the  ultimate liabilities, if any, will have a material adverse effect
on the  consolidated financial  position or  results of  operations of  the
Company.


ITEM 2.  CHANGES IN SECURITIES

    None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None


ITEM 5.  OTHER INFORMATION

    During the  first quarter  of 1994,  the Company  borrowed a  total  of
$4.25 million from  BIL as  advances under the Revolving Promissory Note to
provide cash  necessary for  operations of  the Company's  headquarters and
manufacturing facility in St. Louis, Missouri and for accrued restructuring
expenses, as follows:


                   $1,500,000    January 31, 1994
                    1,100,000    March 14, 1994
                      400,000    March 28, 1994
                    1,250,000    March 31, 1994
                    _________

                   $4,250,000


    Since the end of the first quarter of 1994, the Company has borrowed an
additional $1.3 million from BIL for the same purposes, as follows:

                   $1,300,000    April 25, 1994


    Each of  the foregoing  borrowings was  treated as an advance under the
Revolving Promissory  Note, which  bears interest  at 8.0%  per  annum  and
requires that  all principal  and unpaid  interest is due on June 30, 1995.
Interest has been accrued accordingly, with a balance of $0.3 million as of
March 31, 1994.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
       

   EXHIBITS:

     None



   REPORTS ON FORM 8-K:

                                                           Financial
   Date of Report        Item(s) Reported                  Statements Filed
   --------------        ----------------                  ----------------

1. January 5, 1994       5 (relating to debt               None
                         conversion transaction and
                         recapitalization proposals)

2. January 14, 1994      2, 7 (relating to acquisition     See following
                         or disposition of assets)


Financial Statements filed in Form 8-K dated January 14, 1994:

Relating to Medical Composite Technology, Inc.:

   Report of Certified Public Accountants
   Audited Balance Sheets for Fiscal Years ended December 31, 1991 and
     December 31, 1992      
   Audited Statements of Operations for the Fiscal Years ended December 31,
     1991 and December 31, 1992 and the Cumulative Period from April 7,
     1989 (date of inception) to December 31, 1992      
   Audited Statements of Shareholders' Equity for the Cumulative Period
     from April 7, 1989 (date of inception) to December 31, 1992            
   Audited Statements of Cash Flows for the Fiscal Years ended December 31,
     1991 and December 31, 1992 and the Cumulative Period from April 7,
     1989 (date of inception) to December 31, 1992      
   Notes to Financial Statements                        
   Unaudited Statement of Operations for the Nine-Month Period ended
     September 30, 1993             
   Unaudited Balance Sheet as of September 30, 1993 
   Unaudited Statement of Cash Flows for the Nine-Month Period ended
     September 30, 1993             
   Notes to Financial Statements    


Everest & Jennings International Ltd./Medical Composite Technology, Inc.
Pro Forma Financial Information:

   Notes to Condensed Pro Forma Financial Statements
   Pro Forma Unaudited Consolidated Statement of Operations for the Fiscal
     Year Ended December 31, 1992   
   Pro Forma Unaudited Consolidated Statement of Operations for the Nine
     Month Period Ended September 30, 1993  
   Pro Forma Unaudited Consolidated Balance Sheet as of September 30, 1993
   Management's Discussion and Analysis of Financial Condition and Results
     of Operations at December 31, 1992
   Management's Discussion and Analysis of Financial Condition and Results
     of Operations at September 30, 1993



                                 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 thereunto duly authorized.


Date:  May 16, 1994                EVEREST & JENNINGS INTERNATIONAL LTD.
                                            (Registrant)


                                   By  (JOSEPH A. NEWCOMB)
                                      Joseph A. Newcomb
                                      Executive Vice President and
                                      Chief Financial Officer


                                   By  (BEVIL J. HOGG)
                                      Bevil J. Hogg
                                      President and
                                      Chief Executive Officer