EXHIBIT 3(a)(vii)
                                     
                                     
                                     
                                 CORRECTED
                         CERTIFICATE OF AMENDMENT
                                    OF
                       CERTIFICATE OF INCORPORATION
                                    OF
                   EVEREST & JENNINGS INTERNATIONAL LTD.


           A  Certificate of Amendment of Everest & Jennings  International
Ltd. was filed with the Secretary of State of the State of Delaware on June
5,  1996  at 9:00 a.m. which requires correction as permitted by subsection
(f) of Section 103 of the General Corporation Law of the State of Delaware.
The  inaccuracy  in said Certificate of Amendment to be corrected  is  that
certain language implementing a reverse split of the capital stock  of  the
corporation  effective upon the filing of said amendment was  inadvertently
omitted from said Certificate of Amendment.  The corrected document is  set
forth as follows:


                         CERTIFICATE OF AMENDMENT
                                    OF
                       CERTIFICATE OF INCORPORATION
                                    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  Incorporation 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 Board declares it advisable  to  amend
Paragraph  A  of  Article  IV of the Certificate of  Incorporation  of  the
Company to read as follows:

                          "A.   The Corporation is authorized to issue  one
               class of Common Stock.  The number of shares of Common Stock
               which  the Corporation is authorized to issue is 12,000,000,
               par value ten cents ($0.10) each.";

and

                FURTHER  RESOLVED, that the Board declares it advisable  to
effect  a  1  for  10  reverse  stock split of  the  Company's  issued  and
outstanding  Common  Stock (the "Reverse Split"),  subject  to  stockholder
approval,  to be effective upon the filing of the certificate of  amendment
of  the Company's Certificate of Incorporation with the Secretary of  State
of Delaware (the "Effective Time"); and

               FURTHER RESOLVED, that at the Effective Time every 10 shares
of  Common  Stock,  $0.01  par value per share, then  outstanding  (the"Old
Stock") will be converted into 1 share of Common Stock, $0.10 par value per
share,  (the "New Stock"), subject to the following:  no fractional  shares
will  be  issued in connection with the Reverse Split, but holders  of  Old
Stock who would otherwise be entitled to receive a fractional share of  New
Stock  will be entitled to receive in lieu thereof a cash payment from  the
Company  in  an amount equal to the average daily closing sale stock  price
for the Old Stock for the 10 trading days immediately preceding the date of
the  Effective  Time multiplied by the number of shares of Old  Stock  that
comprises such fractional interest of New 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 or the Corporation will not  be  reduced
under or by reason of the amendment.

           IN  WITNESS WHEREOF, said Everest & Jennings International  Ltd.
has  caused  this Certificate to be signed by Timothy W. Evans, its  Senior
Vice President and Secretary, this 31st day of August, 1996.


                            EVEREST & JENNINGS INTERNATIONAL LTD.

                            By: /s/ Timothy W. Evans
                                    Senior Vice President and Secretary