Exhibit 23.1

                    CONSENT OF INDEPENDENT ACCOUNTANTS
                                
                                    
     We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 21, 1994,
which appears on page 25 of the Everest & Jennings International Ltd.
Annual Report on Form 10-K for the year ended December 31, 1993.  We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 69 of such Annual Report on Form
10-K.


(PRICE WATERHOUSE LLP)
St. Louis, Missouri
December 1, 1994