EXHIBIT 3(a)(iv)
  
                         CERTIFICATE OF AMENDMENT
                                    OF
                       CERTIFICATE OF DESIGNATIONS,
      PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                    OF
                   EVEREST & JENNINGS INTERNATIONAL LTD.


          Everest & Jennings International Ltd., a corporation organized
and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:

          FIRST:  That each member of the Board of Directors of Everest &
Jennings International Ltd. has given written consent to the adoption of a
resolution setting forth a proposed amendment to the corporation's
Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock and declaring said amendment advisable and calling for the
presentation of said amendment to the voting stockholders of the
corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

          RESOLVED, that the voting rights provided to the Company's Series
A Convertible Preferred Stockholders shall be adjusted to maintain their
relative rights by amending Section 3(a) of the Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred
Stock to read as follows:

               "(a) except as provided in Section 3(c) below, each
          share of Series A Convertible Preferred Stock shall
          entitle the holder thereof to a 1/10 vote on all matters
          submitted to a vote of the Corporation's holders of
          Common Stock;"

          SECOND:  That thereafter at a meeting of stockholders,
stockholders holding a majority of the outstanding shares of the
corporation's Common Stock, Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock, voting together as a single class and
voting separately as a class, gave their approval to the adoption of the
amendment in accordance with the provisions of Section 216(2) of the
General Corporation Law of the State of Delaware.

          THIRD:  That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State
of Delaware, and that the capital of the corporation will not be reduced
under or by reason of the amendment.

          IN WITNESS WHEREOF, said Everest & Jennings International Ltd.
has caused its corporate seal to be hereunto affixed and this certificate
to be signed by Timothy W. Evans, its secretary, this 5th day of June,
1996.


                              /s/ Timothy W. Evans, Secretary