SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                               FORM 10-Q / A
                              Amendment No. 1
                                     
                                     
  X   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934

             FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
                                    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.)
                                     
                                     
          4203 EARTH CITY EXPRESSWAY, EARTH CITY, MISSOURI  63045
                 (Address of principal executive offices)
                                     
     Registrant's telephone number, including area code:  314-512-7000
                                     
                                     
<PAGE>
                      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  results  for the interim periods  presented  herein  in
accordance  with  generally  accepted  accounting  principles  for  interim
financial  information have been made (however, the consolidated  financial
statements  included  herewith do not include any  adjustments  that  might
result  from the Company's inability to emerge from or complete its ongoing
restructuring activities and continue as a going concern -- see Note  1  to
these  Unaudited  Consolidated Financial Statements).  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, 1995  and  the
Company's  Joint  Proxy Statement/Prospectus dated October  22,  1996  with
respect to the proposed merger of a wholly-owned subsidiary of Graham-Field
Health Products, Inc. into the Company.
<PAGE>
                   CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in thousands except per-share data)
                                     
                                     
                                            Three Months Ended Sept. 30
                                            ---------------------------
                                                 1996          1995
                                               --------      --------
                                                    (Unaudited)


Revenues                                       $15,268      $19,346
Cost of sales                                   13,753        15,220
                                                ------        ------

    Gross profit                                 1,515         4,126

Selling expenses                                 2,722         2,755
General and administrative expenses              1,639         1,318
                                                ------        ------

    Total operating expenses                     4,361         4,073
                                                ------        ------


Income (loss) from operations                  (2,846)            53

Interest expense, BIL (Note 6)                     426           431

Interest  expense, other                           790           485
                                                ------        ------


Loss before income taxes                       (4,062)         (863)

Income tax (benefit) provision                    (15)            61
                                                ------        ------

Net loss                                      $(4,047)       $ (924)


Loss per share (Note 7)                        $(0.56)       $(0.13)


Weighted average number of Common
Shares outstanding                            7,196,565     7,226,619



           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
<PAGE>
                   CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in thousands except per-share data)
                                     
                                     
                                     
                                             Nine Months Ended Sept. 30
                                             --------------------------
                                                 1996          1995
                                               --------      --------
                                                    (Unaudited)


Revenues                                       $49,561       $56,308
Cost of sales                                   40,861        43,571
                                                ------        ------

    Gross profit                                 8,700        12,737

Selling expenses                                 8,667         8,936
General and administrative expenses              5,047         3,964
                                                ------        ------

    Total operating expenses                    13,714        12,900
                                                ------        ------


Loss from operations                           (5,014)         (163)

Interest expense, BIL (Note 6)                   1,280         1,179

Interest  expense, other                         2,160         1,539
                                                ------        ------


Loss before income taxes                       (8,454)       (2,881)

Income tax provision                                 6            73
                                                ------        ------

Net loss                                      $(8,460)      $(2,954)


Loss per share (Note 7)                        $(1.17)       $(0.41)


Weighted average number of Common
Shares outstanding                            7,214,565     7,226,556


           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
<PAGE>
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
                                     
                                  ASSETS


                                               Sept. 30    December 31
                                                 1996          1995
                                              ---------    -----------
                                             (Unaudited)
CURRENT ASSETS:
    Cash and cash equivalents                  $    12        $  117
    Accounts receivable, less allowance
      for doubtful accounts of $1,376
      in 1996 and $1,847 in 1995                14,448        16,952
    Notes receivable (Note 9)                    2,559           252
    Inventories (Note 8)                        17,858        19,570
    Other current assets                           629       1,047
                                                ------        ------
    Total current assets                        35,506        37,938

PROPERTY, PLANT AND EQUIPMENT:
    Land                                           370           261
    Buildings and improvements                   4,574         4,500
    Machinery and equipment                     16,093        15,380
                                                ------        ------
                                                21,037        20,141
    Less accumulated depreciation
      and amortization                        (14,066)      (12,992)
                                                ------        ------
    Property, plant and equipment, net           6,971         7,149

NOTES RECEIVABLE (Note 9)                          297      2,524

INTANGIBLE ASSETS, NET                             171           402

OTHER ASSETS                                       345           217
                                                ------        ------
TOTAL ASSETS                                   $43,290       $48,230





           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
<PAGE>
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
                                     
                   LIABILITIES AND STOCKHOLDERS' DEFICIT

                                               Sept. 30      Dec. 31
                                                 1996          1995
                                               --------      -------
                                             (Unaudited)
CURRENT LIABILITIES:
    Short-term borrowings and current install-
      ments of long-term debt of $1,552
      in 1996 and $1,089 in 1995 (Note 6)      $ 4,782       $ 4,473
    Accounts payable                             7,109         8,361
    Accrued payroll costs                        5,032         6,327
    Accrued interest, BIL (Note 6)               3,909         2,629
    Accrued expenses                             5,681         5,310
    Accrued restructuring expenses (Note 1)        339           659
                                                ------        ------
    Total current liabilities                   26,852        27,759

LONG-TERM DEBT, NET OF CURRENT PORTION
      (Note 6)                                  27,516        22,370

LONG-TERM BORROWINGS FROM BIL (Note 6)          21,103        21,103

OTHER LONG-TERM LIABILITIES                         79           130

COMMITMENTS AND CONTINGENCIES (Notes 1 and 10)

STOCKHOLDERS' DEFICIT: (Note 1)
    Series A Convertible Preferred Stock        13,175        13,175
    Series B Convertible Preferred Stock         1,317         1,317
    Series C Convertible Preferred Stock        20,000        20,000
    Common Stock, par value: $.10;
      authorized 12,000,000 shares                 719           722
    Additional paid-in capital                 105,608       105,608
    Accumulated deficit                      (169,143)     (159,793)
    Minimum pension liability adjustment       (3,264)       (3,264)
    Cumulative translation adjustments           (672)         (897)
                                                ------        ------
    Total stockholders' deficit               (32,260)      (23,132)
                                                ------        ------
TOTAL LIABILITIES AND STOCKHOLDERS'
  DEFICIT                                      $43,290       $48,230



           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
<PAGE>
<TABLE>
          EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                          (Dollars in thousands)
                                     
                                     
<CAPTION>
                                     Series A            Series B               Series C
                                   Convertible          Convertible           Convertible
                                 Preferred Stock      Preferred Stock       Preferred Stock        Common Stock
                                Shares       Amt      Shares     Amt       Shares        Amt      Shares     Amt
                                ------       ---      ------     ---       ------        ---      ------     ---
<S>                            <C>         <C>        <C>       <C>     <C>
<C>       <C>         <C>
Balance at December 31, 1995   7,867,842   $13,175    786,357   $1,317  20,000,000    $20,000   72,280,646  $722


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


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


Adjustment For one-for-ten
Stock Split                           --        --         --       --          --         -- (65,084,081)   (3)


Translation adjustments               --        --         --       --          --         --           --    --

                               ---------   -------    -------   ------   ---------    -------   ----------   ---

Balance at Sept. 30, 1996      7,867,842   $13,175    786,357   $1,317  20,000,000    $20,000    7,196,565  $719
                                     
                                     
The accompanying Notes are an integral part of these Consolidated Financial
                                Statements
</TABLE>
<PAGE>
<TABLE>
                            EVEREST & JENNINGS INTERNATIONAL LTD. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                            (Dollars in thousands)
                                                 (continued)

<CAPTION>
                                                                    Minimum
                                     Additional     Accumu-         Pension        Cumulative
                                      Paid-in        lated         Liability      Translation
                                      Capital       Deficit       Adjustments     Adjustments      Total
                                     ----------     -------       -----------     -----------      -----
<S>                                  <C>           <C>              <C>
<C>           <C>
Balance at December 31, 1995         $105,608     $(159,793)       $(3,264)         $(897)        $(23,132)


Accrued Dividends on Series A
Convertible Preferred Stock                --          (890)             --             --            (890)


Net loss                                   --        (8,460)             --             --          (8,460)


Translation adjustments                    --             --             --            225              225
                                       ------       --------        -------          -----            -----

Balance at Sept. 30, 1996            $105,608     $(169,143)       $(3,264)         $(672)        $(32,260)


            The accompanying Notes are an integral part of these Consolidated Financial Statements
</TABLE>
<PAGE>
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in thousands)
                                     
                                     
                                             Nine Months Ended Sept. 30
                                             --------------------------
                                                 1996          1995
                                               --------      --------
                                                    (Unaudited)

Cash flows from operating activities:
    Net loss                                  $(8,460)      $(2,954)
    Adjustment to reconcile net loss to
        cash used in operating activities:
      Depreciation and amortization              1,305         1,812

Changes in operating assets and liabilities:
    Accounts receivable                          2,183         1,991
    Trade notes receivable                     (2,307)            --
    Inventories                                  1,712         2,247
    Accounts payable                           (1,252)       (3,321)
    Accrued interest, BIL                        1,280         1,179
    Accrued payroll costs, expenses and
        income taxes                           (1,295)       (2,916)
    Accrued restructuring expenses               (320)       (3,727)
    Other, net                                      90         (126)
                                                ------        ------
    Cash used in operating activities          (7,064)       (5,815)
                                                ------        ------

Cash flows from investing activities:
    Capital expenditures                         (896)       (1,003)
    Proceeds from disposition of assets
        held for sale                               --         4,518
    Proceeds from Notes Receivable               2,227            --
                                                ------        ------

    Cash provided by investing activities        1,331         3,515
                                                ------        ------

Cash flows from financing activities:
    Advances from BIL                               --         5,100
    Increase (Decrease) in short-term and
        long-term borrowings, net                5,455       (3,157)
    Proceeds from exercise of stock options          3             3
    Changes in other long-term liabilities        (51)          (73)
                                                ------        ------

    Cash provided by financing activities        5,401         1,873


                                (continued)
<PAGE>
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in thousands)
                                (continued)
                                     
                                     
                                             Nine Months Ended Sept. 30
                                             --------------------------
                                                 1996          1995
                                               --------      --------
                                                    (Unaudited)

Effect of exchange rate changes on cash flow       227           150
                                                ------        ------

Decrease in cash balance                         (105)         (277)

Cash and cash equivalents balance at
    beginning of year                              117           513
                                                ------        ------

Cash and cash equivalents balance
    at end of period                            $   12        $  236

Supplemental disclosures of cash flow
information:

    Cash paid for interest                      $1,857        $1,584
    Cash paid for income taxes                  $  203        $  159


           The accompanying Notes are an integral part of these
                     Consolidated Financial Statements
<PAGE>
           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 improving  its
competitive  position  within  the  durable  medical  equipment   industry.
Restructuring activities have included asset sales, significant  reductions
in   headcount,   plant   closures   and   consolidations,   product   line
rationalization, debt to equity conversion and outsourcing of manufacturing
operations.

     The Company's 1996 revenues and operating results have been negatively
impacted by ongoing price competition.  Additionally, the Company continues
to  address  the rationalization of its production facilities  in  the  US,
Canada  and  Mexico and the increased outsourcing of products  and  product
components,  the  effects  of which are expected  to  lower  the  Company's
production costs.  On May 26, 1996 the Company issued a WARN Act Notice and
announced  a  substantial  workforce  reduction  at  its  primary  domestic
wheelchair   manufacturing  facility.   Such  reduction  was  substantially
completed during the third quarter of 1996.  US operations are now  limited
to  administration,  distribution, certain custom manufacturing  and  light
assembly.   A severance reserve of approximately $391 has been included  in
the  Company's  results of operations for the three months ended  June  30,
1996  and  an additional severance reserve of approximately $132  has  been
included in the Company's results of operations for the three months  ended
September  30,  1996 resulting in approximately $523 of  severance  expense
being  included in the Company's results of operations for the nine  months
ended  September  30,  1996.  The Company anticipates incurring  additional
restructuring expenses during the fourth quarter 1996 as workload transfers
are substantially completed.

     The  accompanying consolidated financial statements have been prepared
under  the going concern concept, which 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  September 30, 1996.  No assurance  can  be  made  that  the
Company  will  successfully  emerge  from  or  complete  its  restructuring
activities.

     See  Note  4  to  these  Unaudited Consolidated  Financial  Statements
regarding the proposed merger with Graham-Field Health Products, Inc.


NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Significant accounting policies followed for the three month and  nine
month  periods ended September 30, 1996 are the same as those disclosed  in
the  Notes  to  the  Company's  December 31,  1995  Consolidated  Financial
Statements, which were included in the Company's Annual Report on Form 10-K
for  the fiscal year ended December 31, 1995.  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 and nine month periods ended September  30,
1996  and  1995; (b) the consolidated financial position at  September  30,
1996  and  December 31, 1995; and (c) the consolidated cash flows  for  the
nine  month  periods  ended September 30, 1996 and  1995  have  been  made.
However,  the  consolidated financial statements included herewith  do  not
include  any adjustments that might result from the Company's inability  to
emerge  from or complete its ongoing restructuring activities and  continue
as  a  going concern -- See Note 1 to the Unaudited Consolidated  Financial
Statements.


NOTE 3 -- OWNERSHIP

    80% of the Company's common shares and all of the Company's Series A, B
and  C  Preferred shares are owned by a wholly-owned subsidiary of Brierley
Investments Ltd ("BIL"), a New Zealand investment firm.


NOTE 4 -- PROPOSED MERGER WITH GRAHAM-FIELD HEALTH PRODUCTS, INC.

     On  September  3, 1996, the Company announced it had  entered  into  a
definitive Agreement and Plan of Merger with Graham-Field Health  Products,
Inc.  providing for the previously announced acquisition of the Company  by
Graham-Field.   The Board of Directors of the Company received  a  fairness
opinion  from Vector Securities International, Inc. to the effect that  the
consideration to be received by the holders of the Company's  Common  Stock
pursuant  to  the  Merger  Agreement is fair to such  stockholders  from  a
financial  point  of view.  The terms of the acquisition are  the  same  as
those reflected in the parties' previous announcement on August 14, 1996.

     As  a  result  of the merger, the Company will become  a  wholly-owned
subsidiary of Graham-Field.  In the merger, the stockholders of the Company
will  receive one share of Graham-Field common stock for each 2.857  shares
of  the  common  stock  of the Company.  The merger  ratio  is  subject  to
reduction so that the value of the Graham-Field common stock to be received
will  not exceed $5.50 per share of the Company's common stock.  There  are
currently 7,207,689 shares of the Company's common stock outstanding.

     In  connection with the merger, BIL will purchase for cash up  to  1.9
million  additional  shares of Graham-Field common  stock,  valued  at  the
greater of $13 per share or the average market price of the common stock of
Graham-Field  for  the  10 consecutive trading days  prior  to  the  merger
closing date.  Graham-Field will use the proceeds to repay all debt of  the
Company  in  the  approximate amount of $25 million  to  The  Hongkong  and
Shanghai  Banking  Corporation Limited (see Note  6--Debt).   In  addition,
Graham-Field  will  issue  to BIL up to $61  million  of  a  new  Series  B
Cumulative Convertible Preferred Stock in exchange for the indebtedness  of
the  Company  owing to BIL (see Note 6--Debt) and shares of  the  Company's
preferred  stock owned by BIL.  Also as part of the transaction,  BIL  will
purchase  for  cash  $10  million of a new Series C Cumulative  Convertible
Preferred Stock of Graham-Field, the proceeds of which will be available to
Graham-Field for general corporate purposes.  Finally, certain indebtedness
in  the amount of $4 million owing by Graham-Field to BIL will be exchanged
for  a  $4  million unsecured subordinated promissory note of  Graham-Field
which  will mature on April 1, 2001 and will bear interest at an  effective
rate of 7.7% per annum.

     The Series B and Series C Preferred Stock to be issued by Graham-Field
to BIL will be entitled to a dividend at the rate of 1.5% per year, payable
at  the  option of Graham-Field either in cash or in shares of  its  common
stock.   In  addition, the shares of Graham-Field Series  B  and  Series  C
Preferred  Stock  will vote on an as-converted basis,  as  a  single  class
together with the Graham-Field common stock, on all matters submitted to  a
vote  of  the  stockholders of Graham-Field.  The Series B Preferred  Stock
will  not be redeemable and will be convertible into shares of Graham-Field
common stock (x) at the option of the holder, at a conversion price of  $20
per  share, (y) at the option of Graham-Field, at a conversion price  equal
to  the  then current trading price (but not less than $15.50 or more  than
$20  per share), and (z) automatically on the fifth anniversary of the date
of issuance at a conversion price of $15.50 per share, in each case subject
to  certain antidilution adjustments.  The Series C Preferred Stock will be
subject  to  redemption as a whole at Graham-Field's option  on  the  fifth
anniversary  of the date of issuance at stated value and, if not  redeemed,
will automatically convert on the fifth anniversary of the date of issuance
at  a  conversion  price of $20 per share, subject to certain  antidilution
adjustments.

     As a result of the merger, BIL will own shares of common and preferred
stock of Graham-Field representing approximately 34% of the voting power of
all  outstanding  shares  of  Graham-Field stock.   Simultaneous  with  the
signing  of  the  Merger Agreement, Graham-Field and  BIL  entered  into  a
Stockholder Agreement pursuant to which BIL has agreed to vote all  of  its
shares  of  the Company's stock in favor of the merger.  In the Stockholder
Agreement,  BIL  also has agreed to grant Graham-Field  a  right  of  first
refusal  with  respect  to  certain sales of  its  Graham-Field  stock,  to
indemnify Graham-Field against certain existing actions and proceedings  to
which  the  Company is a party and, so long as BIL owns Graham-Field  stock
representing at least 5% of the voting power of the outstanding shares, not
to acquire additional shares without the consent of Graham-Field's Board of
Directors  (which  consent  will  not be unreasonably  withheld),  seek  to
acquire  ownership of Graham-Field, engage in any solicitation  of  proxies
with  respect  to  Graham-Field or otherwise seek  to  propose  to  acquire
control  of  the  Graham-Field  Board  of  Directors.   Pursuant   to   the
Stockholder Agreement, BIL will have the right to designate two members  of
Graham-Field's Board of Directors, subject to reduction if BIL reduces  its
ownership  of  Graham-Field  stock.   BIL  also  will  have  the  right  to
participate on a pro rata basis in certain future stock issuances by Graham-
Field.   The  Stockholder  Agreement will automatically  terminate  upon  a
change  of control of Graham-Field or its Board of Directors.  In addition,
Graham-Field has granted certain registration rights to BIL with respect to
its Graham-Field shares.

     The  closing  of  the transaction is subject to customary  conditions,
including  approval by the stockholders of both Graham-Field and Everest  &
Jennings.  The closing is currently scheduled for November 27, 1996.

     See  Note  10 for a description of a class action complaint  filed  in
Delaware with respect to the proposed acquisition of the Company by Graham-
Field.


NOTE 5 -- COMMON STOCK

On  June  4, 1996 the Company's shareholders approved a one-for-ten reverse
stock split, effective June 6, 1996.  The stated par value of one share  of
common  stock was changed from $.01 to $.10 as a result of the stock split.
All  references in the consolidated financial statements to average  number
of  shares  outstanding  and related prices, per share  amounts  and  stock
option plan data have been restated to reflect the reverse stock split.



NOTE 6 -- DEBT

    The Company's debt as of September 30, 1996 and December 31, 1995 is as
follows:

                                             September 30  December 31
                                                 1996          1995
                                             ------------  -----------
Loans payable to HSBC                          $25,000       $18,700
Other domestic debt                              1,770         2,622
Foreign debt                                     5,528         5,521
Long-term loan payable to BIL                   21,103        21,103
                                                ------        ------
    Total debt                                  53,401        47,946

Less short-term borrowings and current
    installments of long-term debt               4,782         4,473
                                                ------        ------
    Long-term debt, net of current portion,
    including BIL Credit Facility              $48,619       $43,473



     On  September  30,  1992,  Everest &  Jennings  Inc.,  a  wholly-owned
subsidiary  of the Company, entered into a Revolving Credit Agreement  with
The  Hongkong  and  Shanghai Banking Corporation  Limited  ("HSBC").   This
Agreement has been revised and extended several times and currently expires
September  30,  1997.   Advances under the Revolving Credit  Agreement,  as
amended,  bear  interest at the prime rate as announced by  Marine  Midland
Bank,  N.A. from time to time plus 0.25% per annum.  The HSBC facility,  as
amended,  provides up to $6 million for letter of credit availability  and,
additionally, cash advances of up to $25 million to Everest & Jennings Inc.
Repayment  of existing debt with BIL is subordinated to the HSBC debt,  and
an  affiliate  of  BIL has guaranteed repayment of the HSBC  debt.   As  of
September 30, 1996 this facility was fully utilized.

    BIL has provided the Company a credit facility which allows advances up
to  $21.1  million.   At  September 30, 1996 and  December  31,  1995  this
facility  has  been  fully  utilized.  The BIL  credit  facility  has  been
extended to September 30, 1997, 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 Everest & Jennings Inc.  As of September 30, 1996, $3.9 million
of accrued, unpaid interest was due BIL under the BIL credit facility .

     The  Company's  Canadian  subsidiary  has  credit  facilities  in  the
aggregate  of  $5.5  million,  of which $4.9 million  was  borrowed  as  of
September  30, 1996 at interest rates ranging from prime plus 1%  to  prime
plus 1.25%.  The loans are secured by the assets of the Canadian subsidiary
and certain Letters of Credit supplied by HSBC and BIL.

    The Company's Mexican subsidiary has a credit facility in the aggregate
of  $1.0  million, of which $0.6 million was borrowed as of  September  30,
1996  at  interest  rates approximating 13%.  The loan is  secured  by  the
assets of the Mexican subsidiary.

     At  September  30, 1996, the Company was contingently liable  to  HSBC
under  existing letters of credit in the aggregate amount of  approximately
$5.8 million.


NOTE 7 -- LOSS PER SHARE

     Loss  per  share  for  the three month and nine  month  periods  ended
September  30,  1996 and 1995 is calculated based on the  weighted  average
number  of  shares of Common Stock outstanding during the  periods,  giving
effect to the reverse stock split as discussed in Note 5.


NOTE 8 -- INVENTORIES

     Inventories at September 30, 1996 and December 31, 1995 consist of the
following:
                                             September 30  December 31
                                                 1996          1995
                                             ------------    --------
          Raw materials                         $9,789       $10,365
          Work-in-process                        3,005         4,593
          Finished goods                         5,064         4,612
                                                ------        ------
                                               $17,858       $19,570


NOTE 9 -- NOTES RECEIVABLE (LONG TERM)

     The  Company received notes of $2.1 million and $0.6 million upon  the
sale  of  its  institutional  business and  oxygen  concentrator  business,
respectively, in 1995.  The $2.1 million note was paid in full on April  2,
1996.   The  $0.6  million note has been reduced  to  $0.3  million  as  of
September  30,  1996 and was substantially paid during October  1996.   The
remaining  Notes  receivable  are payable by customers,  bear  interest  at
various  rates  and  mature  in one to three years.   During  October  1996
approximately $2.4 million of the outstanding Notes Receivable were sold to
BIL.


NOTE 10 -- CONTINGENT LIABILITIES

     In  July,  1990  a  class action suit was filed in the  United  States
District  Court for the Central District of California by a stockholder  of
the  Company  against  the Company and certain of its  present  and  former
directors and officers.  The suit 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.  Because  of  the
precedent set by a Ninth Circuit decision in another case which was decided
after  the district court's order of dismissal but before the Ninth Circuit
decided plaintiff's appeal, the Ninth Circuit reversed the district court's
dismissal  of  the  case and remanded the case to the  district  court  for
further  proceedings  in an opinion handed down by  the  Ninth  Circuit  on
August 24, 1995.  On March 25, 1996, the district court granted plaintiff's
motion  to  certify a class composed of purchasers of the Company's  Common
Stock during the period from March 31, 1989 to June 12, 1990.  The ultimate
liability, if any, cannot be determined at this time.

     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. para 9601 et sec.  The Company was
originally  notified  of this action on December  10,  1992.   The  lawsuit
sought  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
alleged  that the Randolph Street Site was used for the treatment,  storage
and  disposal  of hazardous substances.  A settlement in principle  between
the State of California and the various potentially responsible parties was
reached  in October 1995.  A consent decree was signed in July  1996.   The
Company's  portion of the settlement was less than originally  anticipated.
Accordingly, the previously recorded reserve for this matter was reduced in
1995 to the settlement amount.

     In March, 1993 Everest & Jennings Inc. received a notice from the U.S.
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, CA.  The EPA
alleged  that the Casmalia Site was 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 estimated that the Casmalia Site's closure trust fund,
approximately $10 million, was 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  sought
cooperation  from generators to assist in the cleaning up, and closing  of,
the Casmalia Site.  Everest & Jennings Inc. 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 Everest & Jennings
Inc.'s  estimated allocation of costs thereunder, a reserve of $1.0 million
was  recorded,  which  was  included  in  the  Consolidated  Statements  of
Operations  for  1993.  During 1995 an agreement in principle  was  reached
with  the  EPA  for  a  settlement of the majority  of  the  Casmalia  site
liability.   A consent decree was signed during July 1996.  The  settlement
provides for the work to be completed in three phases.  Phase I work, which
is  estimated  to  take three to five years to complete, will  require  the
Company,  along with other responsible parties, to participate  in  funding
the  water management, certain construction projects and completion of  the
site  investigation.  Phase II work, consisting of the  remaining  remedial
construction  activities  and  the  first  five  years  of  operation   and
maintenance, will be funded by other parties and is estimated to  take  ten
years.   Subsequent to Phase II, additional operation and maintenance  will
be  required  for  approximately 30 years.  The estimated exposure  of  the
Company  under this agreement is less than originally anticipated  and  the
previously  recorded  reserve has been reduced to the  expected  settlement
amount.

     In  1989  a patent infringement case was initiated against  Everest  &
Jennings  Inc.  and  other defendants in the U.S. District  Court,  Central
District of California.  Everest & Jennings Inc. 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 Everest & Jennings Inc.  has  been
charged  with  infringing.  Upon the issuance of  a  patent  re-examination
certificate by the U.S. Patent Office, the plaintiff presented a motion  to
the District Court requesting a retrial of the case.  The Company presented
a  Motion  for Summary Judgment of Noninfringement based in part  upon  the
November 23, 1993 decision of the Board of Patent Appeals.  The Motion  was
granted  in  follow-up  conferences and an official  Judgment  was  entered
November  17, 1994.  Following the appeal by the plaintiffs, the  case  has
been remanded to the US District Court, Central District of California, for
further consideration.  Everest & Jennings Inc. believes that this case  is
without merit and intends to contest it vigorously.  The ultimate liability
of Everest & Jennings Inc., if any, cannot be determined at this time.

     Following a jury trial on July 15, 1996, a verdict was rendered in the
District Court of the First Judicial District of the State of New Mexico in
a  civil product liability law suit (Chris Trew et al. vs. Smith and  Davis
Manufacturing   Company,  Inc.,  No.  SF95-354)  against  Smith   &   Davis
Manufacturing Company, a wholly-owned subsidiary of the Company  ("Smith  &
Davis"),  in  the  amount of $550 actual damages and  $4  million  punitive
damages.  The suit was instituted on February 25, 1995 by the children  and
surviving  heirs and personal representatives of a nursing home patient  in
Carlsbad,  New Mexico who died on September 28, 1993 after her head  became
pinned  between a bed rail allegedly manufactured by Smith & Davis and  her
bed.   The  suit  alleged that the bed rail in question was  defective  and
unsafe  for  its  intended purpose, that Smith &  Davis  was  negligent  in
designing, manufacturing, testing and marketing such bed rails and that the
negligence of the nursing home in question was the proximate cause  of  the
decedent's injuries and death.  The nursing home reached a settlement  with
plaintiffs  prior to trial.  Judgment has been entered on the jury  verdict
and Smith & Davis plans to appeal the judgment.

On  June 18, 1996 a Class Action Complaint captioned Ron Kauffman v. Rodney
F.  Hogg,  et al. was filed in the Court of Chancery in New Castle  County,
Delaware with respect to the proposed acquisition of the Company by Graham-
Field  (see  Note 4), naming as defendants the Company, its directors,  BIL
and  Graham-Field.   The  suit alleges that, as a result  of  the  proposed
acquisition of the Company by Graham-Field, minority shareholders will  not
receive their proportionate share of the value of the Company's assets  and
will  be  prevented from obtaining a fair price for their stock.  Plaintiff
alleges  that the acquisition offers minority shareholders value  which  is
less  than  the  Company's trading price prior to the announcement  of  the
acquisition,  and  that BIL will receive more value for its  holdings  than
minority  shareholders.  The plaintiff alleges that the directors  breached
their   fiduciary  duties  to  minority  shareholders  by  not   exercising
independent business judgment and by acting for their own personal benefit.
The  plaintiff  seeks  certification of  a  class  consisting  of  minority
shareholders  of the Company.  Plaintiff requests that the  acquisition  be
enjoined or, alternatively, that damages be awarded to the class.  To date,
no  responsive  pleading has been filed by any of  the  defendants  and  no
discovery has been taken.

     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.



                                 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.



Date:  December 12, 1996           EVEREST & JENNINGS INTERNATIONAL LTD.
                                            (Registrant)


                                   By  /s/ Timothy W. Evans
                                      Timothy W. Evans
                                      Senior Vice President and
                                      Chief Financial Officer