UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  
                                   FORM 10-QSB

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

                 {X} QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended March 31, 1998

                                       OR

                 { } TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

                         Commission File Number 0-22388

                               EIF HOLDINGS, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               HAWAII                                   99-0273889
   -------------------------------                 -------------------
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

                                 54 Stiles Road
                                 Salem, NH 03079
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (603) 890-3680
                           ---------------------------
                           (Issuer's telephone number)

                   53 Stiles Road, Suite 101, Salem, NH 03079
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed since last report

Check whether the issuer(1) filed all reports required to be filed by Section 13
or 15(d) of the  Exchange  Act during  the past 12  months (or for such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes  X  No
                                        ---    ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as the latest practicable date.

               Class                            Outstanding at May 12, 1998
               -----                          -------------------------------
      Common stock, no par value                         24,618,201

Transitional Small Business Disclosure Format (Check one):

Yes      ; No   X
    -----     -----
                                  Page 1 of 18
<PAGE>

                                EIF HOLDINGS INC.

                                Table of Contents

PART I.  FINANCIAL INFORMATION                                              Page

ITEM 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets as of March 31, 1998
           and September 30, 1997............................................ 3

         Consolidated Statements of Operations for the Three and Six 
           Months Ended March 31, 1998 and 1997.............................. 4

         Consolidated Statements of Cash Flows for the Six Months 
           Ended March 31, 1998 and 1997..................................... 5

         Notes to Consolidated Interim Financial Statements.................. 6

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................. 9


PART II. OTHER INFORMATION                                                   

Item 6.  Exhibits and Reports on Form 8-K.................................... 12

         Signatures.......................................................... 12

                                  Page 2 of 18
<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                               EIF HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                     March 31,     September 30,
                                                       1998            1997
                                                   ------------    ------------
                                                    (Unaudited)      (Audited)
          ASSETS
Current assets:
   Cash........................................... $  3,799,970    $    304,678
   Accounts receivable, net.......................    9,819,507       3,807,367
   Note Receivable................................    2,748,231       2,562,500
   Securities available for sale..................    1,362,697       5,562,697
   Receivable officer.............................      110,370          70,000
   Costs and estimated earnings on contracts 
    in progress in excess of billings.............      490,437          52,003
   Prepaid assets and other current assets........      680,166         726,684
                                                   ------------    ------------
        Total current assets......................   19,011,378      13,085,929

Machinery and equipment, net......................    7,084,581         603,940

Other noncurrent assets:
   Goodwill.......................................    4,215,374         755,597
   Receivable officer.............................      338,054         210,000
   Investments....................................      427,836            --
   Retention bonus agreements.....................      837,500            --
   Other assets...................................      845,620          20,520
                                                   ------------    ------------
                                                      6,664,384         986,117
                                                   ------------    ------------
   Total assets................................... $ 32,760,343    $ 14,675,986
                                                   ============    ============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable and accrued expenses........... $  4,628,770    $  2,408,077
  Notes payable...................................    1,185,798       1,695,120
  Billings in excess of costs and estimated
   earnings on contracts in progress..............      458,434         178,921
  Note payable due to shareholder.................   17,263,105      17,609,424
  Reserve for contingencies.......................    2,868,986       1,349,000
  Net liabilities for discontinued operations.....    1,033,132       1,776,041
  Current maturities of long-term debt............    2,279,326            --
  Income taxes payable............................      275,054            --
  Deferred income taxes...........................      155,000            --
                                                   ------------    ------------
                                                     30,147,605      25,016,583
Non-current liabilities:
  Long term debt.................................    12,306,579            --
  Deferred taxes.................................       384,000            --
                                                   ------------    ------------
                                                     12,690,579            --
                                                   ------------    ------------
       Total liabilities.........................    42,838,184      25,016,583

Stockholders' deficit
  Common stock...................................     3,019,246       3,019,246
  Additional paid-in capital.....................       804,696         804,696
  Accumulated deficit............................   (13,901,783)    (14,164,539)
                                                   ------------    ------------
        Total stockholders' deficit..............   (10,077,841)    (10,340,597)
                                                   ------------    ------------
   Total liabilities and stockholders' deficit...  $ 32,760,343    $ 14,675,986
                                                   ============    ============

The  balance  sheet at  September 30,  1997 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statement presentation.

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                  Page 3 of 18
<PAGE>
<TABLE>
<CAPTION>
 
                               EIF HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        Three Months ended               Six Months Ended
                                                            March 31,                        March 31,
                                                   ----------------------------    ----------------------------
                                                        1998            1997           1998            1997
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>   
Revenue........................................... $ 10,563,169    $  2,205,631    $ 21,016,569    $  5,595 574

Cost of revenue...................................    8,199,506       1,284,456      16,007,808       3,496,136
                                                   ------------    ------------    ------------    ------------
 Gross profit.....................................    2,363,663         921,175       5,008,761       2,099,438

Selling, general and administrative expenses......    2,126,307       1,776,205       4,006,435       4,198,666
                                                   ------------    ------------    ------------    ------------
                                                        237,356        (855,030)      1,002,326      (2,099,228)
Other:
 Other income (expense)...........................      371,005            --           424,673            -- 
 Interest expense.................................     (602,608)       (395,988)     (1,144,243)       (623,016)
                                                   ------------    ------------    ------------    ------------
 Income (loss) before income taxes................        5,753      (1,251,018)        282,756      (2,722,244)

Income taxes......................................         --              --            20,000            -- 
                                                   ------------    ------------    ------------    ------------
Income (loss) from continuing operations..........        5,753    $ (1,251,018)   $    262,756    $ (2,722,244)
                                                   
Loss from discontinued operations.................         --          (508,017)           --        (5,703,812)
                                                   ------------    ------------    ------------    ------------
Net income (loss)................................. $      5,753    $ (1,759,035)   $    262,756    $ (8,426,056)
                                                   ============    ============    ============    ============


Net income (loss) per share....................... $       0.00    $      (0.07)   $       0.01    $      (0.34)
                                                   ============    ============    ============    ============
Weighted average number of common 
  shares outstanding..............................   24,618,201      24,618,201      24,618,201      24,618,201
                                                   ============    ============    ============    ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                  Page 4 of 18
<PAGE>

                               EIF HOLDINGS, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                        Six Months ended
                                                            March 31,
                                                   ----------------------------
                                                       1998            1997
                                                   ------------    ------------

Net cash provided by (used in)  operating
    activities net of effects of business
    acquired...................................... $    129,346    $ (3,059,161)

Cash flow from investing activities
    Purchase of machinery and equipment...........     (915,868)       (197,673)
    Proceeds from sale of equipment...............      233,129            --
    Acquisition of business net of cash acquired..      192,253            --
                                                   ------------    ------------

Net cash used in investing activities.............     (490,486)       (197,673)

Cash flow from financing activities
   Proceeds from sale of marketable securities.....   4,200,000             --
   Net advances (payments) on notes payable.......      520,457         940,825
   Net advances on notes due to shareholder.......                    2,272,325
   Net payments on long-term debt.................     (218,185)        (73,882)
                                                   ------------    ------------
Net cash provided by financing activities.........    3,856,432       3,139,268
                                                   ------------    ------------

Net increase (decrease)in cash....................    3,495,292        (117,566)
Cash, beginning of period.........................      304,678         178,231
                                                   ------------    ------------

Cash, end of period............................... $  3,799,970    $     60,665
                                                   ============    ============


Supplemental disclosure of Non-cash Investing and Financing Activities

During the six months ended March 31, 1998,  the Company  assumed  $9,000,000 of
liabilities associated with the acquisition of a business.

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                  Page 5 of 18
<PAGE>    

                               EIF HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION 

The accompanying  unaudited interim consolidated  financial statements have been
prepared by EIF Holdings,  Inc., (the  "Company"),  in accordance with generally
accepted  accounting  principles pursuant to Regulation SB of the Securities and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in audited financial  statements  prepared in accordance with generally
accepted  accounting  principles  have been  condensed or omitted.  Accordingly,
these interim  consolidated  financial  statements should be read in conjunction
with the  Company's  consolidated  financial  statements  and  related  notes as
contained in Form 10-KSB for the year ended  September  30, 1997. In the opinion
of  management,  the  interim  consolidated  financial  statements  reflect  all
adjustments,   including  normal  recurring  adjustments,   necessary  for  fair
presentation of the interim periods presented. The results of operations for the
six months ended  March 31, 1998 are  not  necessarily  indicative of results of
operations to be expected for the full year.

The accompanying  consolidated  financial statements include the accounts of the
Company and its  wholly-owned  subsidiaries;  J.L.  Manta,  Inc.("Manta"),  P.W.
Stephens Residential,  Inc.("Residential"),  and P.W. Stephens Contractors, Inc.
and P.W. Stephens Services,  Inc. (collectively referred to as "St. Louis"). The
P.W. Stephens Contractors,  Inc. and QHI Stephens Contractors, Inc. subsidiaries
were  discontinued  in May 1997  and have  been  accounted  for as  discontinued
operations  for all prior year periods  reported  under this Form 10-QSB.  Kelar
Controls,  Inc.  was  divested on June 30, 1997,  and is also  accounted  for as
discontinued operations for all prior periods reported under this Form 10-QSB.

Net Income (Loss) Per Share Information. The net income (loss) per share amounts
have been computed by dividing net income (loss) by the weighted-average  number
of common shares outstanding during the respective periods.

In February 1997, The Financial  Accounting Standards Board Issued Statement No.
128, Earnings Per Share,  which was required to be adopted on December 31, 1997.
The Company is now required to exclude the dilutive  effect of stock  options in
its calculation of primary earnings per share and to restate prior periods.  The
impact of statement 128 on the  calculation of fully diluted  earnings per share
was not material.

Fair Value of Financial Instruments: The Company's financial instruments consist
of cash and cash equivalents,  accounts  receivable,  accounts payable and notes
payable.  The Company  believes that the carrying value of these  instruments on
the accompanying balance sheet approximates their fair value.

Reclassifications:  Certain  reclassifications  have  been  made to  prior  year
financial statements to conform with the current year presentation.


NOTE 2 - SECURITIES AVAILABLE FOR SALE

Securities  available for sale consist of 570,333  common shares of American Eco
Corporation  ("AEC").  These shares were issued to the Company by AEC in lieu of
cash in conjunction with an  Amendment dated September 30, 1997, to the existing
line of credit which  increased the maximum  borrowing  amount under the line to
$20,000,000.  The Company  intends to sell these  securities  to settle  certain
existing  obligations  (see NOTE 3 -  TRANSACTIONS  WITH  AFFILIATES  and Item 2
Liquidity for additional disclosures).


NOTE 3 - FIXED ASSETS

At the beginning of the current quarter,  the Company initiated an evaluation of
the useful  lives of trucks and  machinery  and  equipment  used in the recently
acquired industrial maintenance services operations.  The evaluation resulted in
an increase  in useful life from 5 years to 7 years on certain of the  machinery
and equipment and trucks to better reflect the equipments'  capacity.  The total
cost of these  assets is  $4,142,000  with a net book value of  $2,398,000.  The
effect  of  the  change  in  useful  life  decreases  the  monthly  depreciation
allocation by $21,700.

                                  Page 6 of 18
<PAGE>
NOTE 4 - TRANSACTIONS WITH AFFILIATES

On  February  18,  1998,  AEC  executed  a  "Third  Amendment"  to the  existing
$20,000,000  line of credit facility which is unsecured and carries  interest at
the prime rate plus 2% per annum.  The Third  Amendment  extends the maturity to
August 18, 1998 from  February 18, 1998.  As of March 31, 1998 and September 30,
1997, the total amounts  outstanding under the AEC facility were $17,263,105 and
$17,609,424  respectively and include accrued interest of $378,680 and $835,311.
In the  current  quarter,  the Company  made an  interest  payment to AEC in the
amount of $1,038,627 of 1998 (See Note - Notes Payable and liquidity for further
disclosure).  The line of credit facility also provides AEC an option to convert
the entire  outstanding  principal amount of the line of credit plus any accrued
interest  outstanding  at the time of  conversion,  into  common  shares  of EIF
Holdings,  Inc.  subject  to  stockholder  approval  to  increase  the number of
authorized shares. The conversion price for each common share is equal to 85% of
the five day weighted  average  closing  price of the common shares as quoted in
the over-the-counter  "pink sheets" immediately prior to the conversion date. On
May 4, 1998, the  shareholders  approved a 10 to 1 reverse stock spilt which has
not yet been implemented. The Company is currently discussing with AEC the terms
and conditions of the conversion from debt to equity.

In connection  with the  acquisition of Manta,  the Company  issued  convertible
promissory notes totalling $2,235,312 to certain of Manta's former stockholders.
The convertible notes are non-interest  bearing and payable in installments with
a final payment due on November 18, 2000.  The notes allow for the conversion of
any  principal  payment  due  under the  Stockholder  Notes  into  shares of the
Company's common stock, at a conversion  price equal to the closing  transaction
price of the EIF  Stock on the date of  conversion.  The  conversion  option was
subject to  shareholder  approval  of an increase  in the  authorized  number of
outstanding shares which was attained on May 4, 1998. 
     
Concurrent with the closing of the Manta  acquisition,  the Company entered into
Retention Bonus  Agreements with certain Manta  Stockholders  and key employees.
The  Retention  Bonus  Agreements  provide for bonus  payments in the  aggregate
amount of  $900,000  to be made by the  Company  over a three year  period.  The
non-compete  provisions  associated with the Retention Bonus  Agreements  extend
over a six year period.


NOTE 5 - NOTES PAYABLE

On September 30, 1996 the Company  obtained a $1,300,000  line of credit from an
investor  group.  The terms of the  revolving  credit  facility  provide  for an
interest  rate of 10% per annum and  matures  on March 1, 1998.  The  Company is
currently  negotiating  an  amendment  to the line of credit  which  includes an
extension.  The outstanding  balance under the facility as of March 31, 1998 was
$1,030,000.

In connection  with the financing of the Manta  acquisition the Company issued a
$6,500,000  Convertible  Promissory  Note to Deere Park Capital.  The Note bears
interest  at the rate of 5 1/4% per annum,  becomes  due on May 18,  1999 and is
secured by a pledge of all of the Manta Stock.  The Note is  convertible  into 5
1/4%  convertible  preferred stock at a conversion price of One Dollar $1.00 per
share,  with such convertible  preferred stock convertible into EIF common stock
subject to approval  of the  Company's  Stockholders  of an  amendment  to EIF's
charter  authorizing the requisite  amount of preferred and common stock. On May
4, 1998, the shareholders  approved a proposal to establish a class of preferred
stock which has not yet been implemented.

Also in  connection  with the  acquisition,  the  Company  issued  a  $2,500,000
Promissory  Note.  The note bears  interest at the rate of Nine Percent (9%) per
annum and was to mature on February  16,  1998.  On February 6, 1998 the Company
paid in full the outstanding  obligation  using funds borrowed under the LaSalle
credit facility. See below for additional disclosure.

In February  1998,  the Company's  subsidiary,  JL Manta,  signed a $9.5 million
credit  facility with LaSalle  National Bank. A portion of the facility was used
to refinance  certain  indebtedness of JL Manta with the remainder  available to
meet working capital requirements. The facility is comprised of a $5,500,000 one
year renewable term loan used for capital  expenditures and a $4,000,000 working
capital  revolving  loan and letters of credit.  The  facility is secured by the
assets of Manta and guaranteed by the Company.  Total amounts  outstanding under
the capital note on March 31, 1998 were $5,028,000.  No amounts were outstanding
under the working  capital line.  The facility also includes  typical  financial
covenants which allow, with certain  restrictions,  distributions of excess cash
generated by Manta to the Company.  In the current quarter,  the Company made an
interest payment in the amount of $1,039,000 to AEC under the AEC line of credit
facility.  This payment was in conflict with certain covenants under the LaSalle
facility. The Company is currently discussing waivers and modifications to these
covenants with LaSalle.  These  discussions have included the issues relating to
the Company's  re-capitalization  efforts.  There can be no assurance  that such
discussions  will  result in a waiver or  modification  of such  covenants.  The
Company's  failure  to obtain a waiver or  modification  could  have an  adverse
effect on the Company's ability to fulfill its working capital requirements.

                                  Page 7 of 18
<PAGE>
NOTE 6 - SUBSEQUENT EVENTS

In May 1998 the Company  entered into a  Management  Arrangement  with  Dominion
Bridge  Corporation  ("DBC").  Effective  May 1, 1998,  the Company will provide
management  services  to  DBC  in  connection  with  its  ongoing,   day-to-day,
operations  including financing and administrative  support services,  marketing
administration  and support services,  human resources  management and oversight
and  administration  of DBC's operating  units. In return for services,  DBC has
agreed  to pay the  Company a fee of  $100,000  per  month,  and  reimburse  all
reasonable  out-of-pocket  expenses  and  disbursements  the  Company  incurs in
rendering such services. The term of the agreement is for six months cancellable
by either party with 30 days notice. See Exhibit 10.2 for complete arrangement.


NOTE 7 - RESERVE FOR CONTINGENCIES

The nature and scope of the Company's business  operations bring it into regular
contact  with the  general  public,  a  variety  of  businesses  and  government
agencies.  These  activities  inherently  subject  the Company to the hazards of
litigation,  which are defended in the normal course of business. The Company is
currently  involved  in  several   litigations  and   investigations   including
regulatory  compliance.  Although  the  outcome of these  claims is not  clearly
determinable at the present time,  Management believes that such proceedings are
either adequately covered by insurance, or if uninsured, by the estimated losses
it has recorded to date.  The resolution of such claims,  however,  could have a
material effect on the Company's  results of operations  and/or cash flows.  The
reserves for  litigation and  contingencies  recorded by the Company as of March
31, 1998 amounted to $2,868,00. 
 

                                  Page 8 of 18
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:
---------------------

The Company has included on this Form 10-QSB certain forward-looking statements.
Forward-looking  statements  are  statements  relating to the  Company's  plans,
goals,  objectives,  strategies,  future  performance  and events as well as any
other  statements  or  representations  other than those  relating to historical
data. Forward-looking statements inherently possess risks and uncertainties.  As
a result,  although the Company's  forward-looking  statements  are expressed in
good faith, the Company's actual results could differ materially.


General

The Company  currently  operates in three  primary  segments of the  specialized
maintenance   services  industry;   Residential  provides  residential  asbestos
abatement services,  St. Louis provides  environmental  remediation services and
the newly acquired Manta operations provide industrial maintenance services. The
other  services  formerly  provided  by the  Company  have  been  classified  as
discontinued operations in the accompanying financial statements.  The following
discussion  and analysis  relate to the  Company's  continuing  operations.  The
results of operations  for the three and six months ended March 31, 1998 are not
necessarily  indicative  of results of  operations  to be expected  for the full
year.

Revenue


Consolidated revenue for the three and six months ended March 31, 1998 increased
to $10,563,000 and $21,017,000  respectively  from $2,206,000 and $5,596,000 for
the same periods in 1997.  The increase in revenue was  primarily  the result of
the inclusion of the activity from the acquired industrial  maintenance services
operations  for the  current  quarter  and  five  months  of the  year to  date.
Consolidated revenue data is set forth below:

<TABLE>
<CAPTION>

                                             Three Months ended               Six Months Ended
                                                  March 31,                        March 31,
                                         ----------------------------    ----------------------------
                                              1998            1997           1998            1997
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>  
Industrial maintenance services......... $  8,158,000    $       --      $ 14,946,000    $       --  
Environmental remediation services......    1,006,000         906,000       2,955,000       2,897,000 
Residential asbestos abatement..........    1,399,000       1,300,000       3,116,000       2,699,000
                                         ------------    ------------    ------------    ------------
     Consolidated revenue............... $ 10,563,000    $  2,206,000    $ 21,017,000    $  5,596,000            
                                         ============    ============    ============    ============
</TABLE>
 
Revenue from the Residential  asbestos abatement  operations  increased 7.6% and
15.5% in the  current  quarter  and year to date  periods  compared  to the same
periods in the prior  year.  The  increase  in  revenue  for these  periods  was
primarily  the result of an increase in weather  related  residential  insurance
claims in the California  markets.  The specific weather conditions  responsible
for the  increased  claims is not expected to be an ongoing  contributor  to the
Residential asbestos abatement operations. The Environmental remediation service
operations  reflects  a net  2.2%  increase  in its  year to date  revenue.  The
Environmental  remediation service operations is past their traditional seasonal
slow down  periods and expects  increased  activity  throughout  the summer.  In
addition,   the  Environmental   remediation  and  the  Industrial   maintenance
operations have initiated  partnering  efforts to focus on growth  opportunities
which are expected to be recognized within the next nine months.

                                  Page 9 of 18
<PAGE>
Gross Profit

Gross  profit as a  percentage  of revenue  for the three and six month  periods
ended  March 31,  1998 was 22.3% and 23.8%  compared  to 41.8% and 37.5% for the
same periods in 1997. The decrease in the gross profit margins was primarily due
to the  inclusion  of  the  industrial  maintenance  services  operations  which
generate lower margins of  approximately  17% to 19%. The  residential  asbestos
abatement  operations  experienced a decrease in gross margin  percentage in the
first half of 1998 to 47.5% from 52.3% for the same period in 1997. The decrease
was  result of an  increase  in the  insurance  costs of the  operations  in the
current year. The results for environmental remediation for the first six months
of 1998 reflected an increase in its gross margin to 29.6% compared to 23.6% for
the same period in 1997 due primarily to gains  recognized  on several  projects
that were completed in the first quarter of the current year.

Selling, General And Administrative Expenses

Consolidated  selling,  general and administrative  expenses (sg&a)for the three
and  six  months  ended  March  31,  1998  were  to  $2,126,000  and  $4,006,000
respectively compared to $1,776,000 and $4,199,000 for the same periods in 1997.
Consolidated sg&a data is set forth below:


<TABLE>
<CAPTION>

                                             Three Months ended               Six Months Ended
                                                  March 31,                        March 31,
                                         ----------------------------    ----------------------------
                                              1998            1997           1998            1997
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>  
Industrial maintenance services......... $    776,000    $       --      $  1,196,000    $       --  
Environmental remediation services......      367,000         347,000         723,000         856,000 
Residential asbestos abatement..........      534,000         365,000       1,073,000         924,000
Corporate...............................      449,000       1,064,000       1,014,000       2,419,000
                                         ------------    ------------    ------------    ------------
     Consolidated sg&a.................. $  2,126,000    $  1,776,000    $  4,006,000    $  4,199,000            
                                         ============    ============    ============    ============
</TABLE>

Consolidated  sg&a as a percentage of revenue for the three and six months ended
March 31, 1998  decreased to 20.0% and 19.1%  respectively  from 80.5% and 75.0%
for the same  periods in 1997.  The increase in the expenses and the decrease in
the sg&a  percentages  was primary the result of the inclusion of the industrial
maintenance services activity in the current periods. Corporate expenses for the
three and six month periods in 1997,  included management fees of $1,000,000 and
$2,000,000  respectively.  The fees  were  incurred  from  AEC as a result  of a
management  agreement  with the Company to help  stablize  its  operations.  The
absence of  management  fees in the current  periods is partially  offset by the
combined effect of an increase in management  personnel and related expenses and
an increase in goodwill  amortization and retention bonus expense. The sg&a as a
percentage of revenue for the residential asbestos abatement operations remained
consistent  at 34%  for the  first  half of 1998  over  1997.  The  efficiencies
recognized in the last two quarters from the prior years  restructuring  efforts
was  offset  by the  implementation  in the  second  quarter  of a new  salesmen
compensation plan.  Environmental  remediation services has reflected a decrease
in the current  year to date sg&a as a  percentage  of revenue of 5% compared to
1997. The decrease in the sg&a percentage is the result of the restructuring and
cost  containment  efforts  initiated by those  operations  throughout the prior
year.

Other Expenses

Interest  expense for the three and six months ended March 31, 1998 was $603,000
and  $1,144,000  respectively  compared to $396,000  and  $623,000  for the same
periods in 1997.  The  increase in interest  expense in the current  periods was
primarily due to the increased amounts outstanding under the line of credit from
its principal shareholder AEC. Additional interest was recognized in the current
periods from notes issued to finance a business  acquisition  in a prior period,
outstanding  borrowings from an investor group and from a bank in support of the
industrial  maintenance  operations.   The  increase  in  interest  expense  was
partially offset by other income recognized in the current periods. Other income
is  comprised  of  interest  income  accrued  on a  note  receivable  issued  in
connection  with the sale of a business  in the prior year and gains  recognized
from the settlement of several of the Company's obligations and contingencies.

                                 Page 10 of 18
<PAGE>
Net Loss

The net income for the three and six months  ended March 31, 1998 was $6,000 and
$263,000  respectively  compared to a net loss of $1,759,000  and $8,426,000 for
the same  periods in the 1997.  The  increase  in income for the periods was the
combined result of the contribution of $520,000 and $1,236,000 respectively from
the industrial maintenance business, the reductions in consolidated sg&a and the
recognition of other income partially offset by an increase in interest expense.


Liquidity and Capital Resources:
--------------------------------

During  the  first  half  of 1998  the  Company  generated  positive  cash  from
operations of $129,000  compared to negative cash from  operations of $3,059,000
for the same period in 1997.  The positive  cash flow is primarily the result of
the inclusion of the profitable industrial maintenance operations, the shut down
in the prior year of the commercial  asbestos operations which were experiencing
significant  losses, and  the efficiencies  gained  from the  company-wide  cost
containment initiatives.

During the six months ended March 31, 1998, the Company has received proceeds of
$4,200,000 from the sale of a portion of its AEC securities the Company received
in lieu of cash  under  the line of  credit  facility  with  AEC.  The  proceeds
received from the sale of securities is being  allocated to reduce existing debt
and  to  settle   certain  of  the   Company's   outstanding   obligations   and
contingencies.  The Company is currently discussing the details of effecting the
debt to equity  conversion  option  that  exists  under the  current AEC line of
credit facility and also the Deere Park conversion from debt to preferred stock.
The Company  expects  such  conversions  will be exercised in the second half of
1998, although there are no guarantees that these conversions will occur.

In February  1998,  the Company's  subsidiary,  JL Manta,  signed a $9.5 million
credit  facility with LaSalle  National Bank. A portion of the facility was used
to refinance  certain  indebtedness of JL Manta with the remainder  available to
meet working capital requirements. The facility is comprised of a $5,500,000 one
year renewable term loan used for capital  expenditures and a $4,000,000 working
capital  revolving  loan and letters of credit.  The  facility is secured by the
assets of Manta and guaranteed by the Company.  Total amounts  outstanding under
the capital note on March 31, 1998 were $5,028,000.  No amounts were outstanding
under the working  capital line.  The facility also includes  typical  financial
covenants which allow, with certain  restrictions,  distributions of excess cash
generated by Manta to the Company.  In the current quarter,  the Company made an
interest payment in the amount of $1,039,000 to AEC under the AEC line of credit
facility.  This payment was in conflict with certain covenants under the LaSalle
facility. The Company is currently discussing waivers and modifications to these
covenants with LaSalle.  These  discussions have included the issues relating to
the Company's  re-capitalization  efforts.  There can be no assurance  that such
discussions  will  result in a waiver or  modification  of such  covenants.  The
Company's  failure  to obtain a waiver or  modification  could  have an  adverse
effect on the Company's ability to fulfill its working capital requirements.

The Company has entered  into a  Management  Arrangement  with  Dominion  Bridge
Corporation  ("DBC").  The  Company  has  agreed to  supply  DBC with day to day
management  services for a period of six months  effective May 1, 1998 in return
for a monthly fee of $100,000 and  reimbursement of all out of pocket  expenses.
See Note 6 of the financial statements for additional disclosure.

The  Company  believes,  that  the  proceeds  from  the  sale  of its  remaining
securities  held for sale,  the proceeds from the sale of a business due in June
1998,  the cash flows from the existing  operations  coupled with the  financing
arrangements  the  Company  currently  has  in  place,   subject  to  the  above
discussion,  will be sufficient throughout the next twelve months to finance its
working capital needs, planned capital  expenditures,  debt service requirements
and the Company's current outstanding obligations.

                                  Page 11 of 18
<PAGE>
PART      II. OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

    Exhibit 10.1   Third  Amendment to  Revolving  Line of  Credit between  the 
                   Company and American Eco Corporation dated February 18, 1998.

    Exhibit 10.2   Management Arrangement between Dominion Bridge Corporation 
                   and EIF Holdings, Inc. dated May 13, 1998.
 
    Exhibit 27.    Financial Data Schedule

(b) REPORTS ON FORM 8-K

    None




                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report  to be  signed  on its  behalf  by the  undersigned,  thereto  duly
authorized.

                                    EIF HOLDINGS, INC.
                                    ------------------
                                    Registrant


May 20, 1998                 By: /S/ J. Drennan Lowell
                                    -----------------------------
                                    J. Drennan Lowell
                                    Vice President, Chief Financial Officer,
                                    Treasurer and Secretary

May 20, 1998                 By: /S/ Joseph L. Vaillancourt
                                    -----------------------------
                                    Joseph L. Vaillancourt
                                    Corporate Controller
                                    Principal Accounting Officer


                                 Page 12 of 18
<PAGE>


                               EIF HOLDINGS, INC.

                                 EXHIBIT INDEX


         Exhibit           Description                                      Page
         -------           -----------                                      ----

         Exhibit 10.1    Third  Amendment to  Revolving  Line of 
                         Credit between  the Company and American 
                         Eco Corporation dated February 18, 1998...........  14

         Exhibit 10.2    Management Arrangement between Dominion 
                         Bridge Corporation and EIF Holdings, Inc..........  15

         Exhibit 27      Financial Data Schedule...........................  18



           
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