SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                     
                                 FORM 8-K
                              Current Report
                                     
                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
                                     
      Date of Report (Date of earliest event reported): June 17, 1996
                                     
                                     
                   EVEREST & JENNINGS INTERNATIONAL LTD.
          (Exact name of Registrant as specified in its charter)
                                     
                      Commission File Number: 0-3585
                                     
                                     
             Delaware                           95-2536185
   (State or other jurisdiction     (IRS Employer Identification No.)
of incorporation or organization)

          4203 Earth City Expressway, Earth City, Missouri  63045
                 (Address of principal executive offices)

                              (314) 512-7000
           (Registrant's telephone number, including area code)
                                     
                                     
                      Exhibit Index located on Page 3
                                     

Item 5. Other Events.

     On  June 17, 1996 the Company announced an agreement in principle with
Graham-Field Health Products, Inc. for Graham-Field to acquire the  Company
in a merger transaction.  Reference is made to the Company's press release,
filed herewith as Exhibit 20.

Item 7.  Financial Statements and Exhibits

    (c) Exhibits.

           Exhibit No.                      Description
           -----------                      -----------
               20               Press release dated June 17, 1996.



                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act  of  1934,
the  registrant has duly caused this report to be signed on its  behalf  by
the undersigned hereunto duly authorized.

                                   EVEREST & JENNINGS INTERNATIONAL LTD.
                                            (Registrant)

Date:  June 18, 1996               By: Timothy W. Evans
                                       Senior Vice President and
                                       Chief Financial Officer

                               EXHIBIT INDEX
                       Form 8-K dated June 17, 1996


  Exhibit                                               Sequential Page
   Number                     Description               Number/Reference
   ------                     -----------               ----------------

     20            Press release dated June 17, 1996.          4