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 December 31, 1997

                                       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.)

                            53 Stiles Road, Suite 101
                                 Salem, NH 03079
                    ----------------------------------------
                    (Address of principal executive offices)

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

            15201 Pipeline Lane, Suite B, Huntington Beach, CA 92649
--------------------------------------------------------------------------------
(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 February 5, 1998
               -----                          -------------------------------
      Common stock, no par value                         24,618,201

Transitional Small Business Disclosure Format (Check one):

Yes      ; No   X
    -----     -----
                                  Page 1 of 14
<PAGE>

                                EIF HOLDINGS INC.

                                Table of Contents

PART I.  FINANCIAL INFORMATION                                              Page

ITEM 1.  Financial Statements (Unaudited)

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

         Consolidated Statements of Operations for the Three Months
           Ended December 31, 1997 and 1996.................................. 4

         Consolidated Statements of Cash Flows for the Three Months 
           Ended December 31, 1997 and 1996.................................. 5

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................. 8


PART II. OTHER INFORMATION                                                   

Item 1.  Legal Proceedings................................................... 10

Item 5.  Other Information................................................... 10

Item 6.  Exhibits and Reports on Form 8-K.................................... 10

         Signatures.......................................................... 11

                                  Page 2 of 14
<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                               EIF HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                   December 31,   September 30,
                                                       1997            1997
                                                   ------------    ------------
                                                    (Unaudited)      (Audited)
          ASSETS
Current assets:
   Cash........................................... $  3,262,314    $    304,678
   Accounts receivable, net.......................   12,466,530       3,807,367
   Note Receivable................................    2,676,374       2,562,500
   Securities available for sale..................    3,462,697       5,562,697
   Receivable officer.............................      130,000          70,000
   Costs and estimated earnings on contracts 
    in progress in excess of billings.............      463,797          52,003
   Prepaid assets.................................      828,013         726,684
                                                   ------------    ------------
        Total current assets......................   23,289,725      13,085,929

Machinery and equipment, net......................    6,895,793         603,940

Other noncurrent assets:
   Goodwill.......................................    4,253,674         755,597
   Receivable officer.............................      210,000         210,000
   Investments....................................      427,836            --
   Retention bonus agreements.....................      875,000            --
   Other assets...................................      850,593          20,520
                                                   ------------    ------------
                                                      6,617,103         986,117
                                                   ------------    ------------
   Total assets................................... $ 36,802,621    $ 14,675,986
                                                   ============    ============

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses........... $  6,717,486    $  2,408,077
  Notes payable...................................    1,386,263       1,695,120
  Billings in excess of costs and estimated
   earnings on contracts in progress..............      480,807         178,921
  Note payable due to shareholder.................   17,908,945      17,609,424
  Reserve for contingencies.......................    3,430,441       1,349,000
  Net liabilities for discontinued operations.....    1,338,182       1,776,041
  Current maturities of long-term debt............    1,537,417            --
  Income taxes payable............................      228,000            --
  Deferred income taxes...........................      333,000            --
                                                   ------------    ------------
                                                     33,360,541      25,016,583
Non-current liabilities:
  Long term debt.................................    13,266,672            --
  Deferred taxes.................................       381,000            --
                                                   ------------    ------------
                                                     13,647,672            --
Stockholders' deficit
  Common stock...................................     3,019,246       3,019,246
  Additional paid-in capital.....................       804,696         804,696
  Accumulated deficit............................   (14,029,534)    (14,164,539)
                                                   ------------    ------------
        Total stockholders' deficit..............   (10,205,592)    (10,340,597)
                                                   ------------    ------------
   Total liabilities and stockholders' deficit...  $ 36,802,621    $ 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 14
<PAGE>
 
                               EIF HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        Three Months ended
                                                            December 31,
                                                   ----------------------------
                                                        1997            1996
                                                   ------------    ------------

Revenue........................................... $ 10,453,400    $  3,389,944

Cost of revenue...................................    7,808,302       2,211,680
                                                   ------------    ------------
 Gross profit.....................................    2,645,098       1,178,264

Selling, general and administrative expenses......    1,885,667       2,422,463

                                                   ------------    ------------
                                                        759,431      (1,244,199)
Other:
 Other income.....................................      (53,668)           --
 Interest expense.................................      536,096         387,028
                                                   ------------    ------------
 Income (loss) before income taxes................      277,003      (1,631,227)

Income taxes......................................       20,000            --
                                                   ------------    ------------
Income (loss) from continuing operations..........      257,003      (1,631,227)
                                                                                
(Loss) from discontinued operations...............         --        (5,035,795)
                                                   ------------   -------------

Net income (loss) ................................ $    257,003   $  (6,667,022)
                                                   ============   =============

Net income (loss) per share....................... $       0.01   $       (0.27)
                                                   ============   =============
Weighted average number of common 
  shares outstanding..............................   24,618,201      24,618,201
                                                   ============    ============


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

                                  Page 4 of 14
<PAGE>

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

                                                       Three Months ended
                                                          December 31,
                                                   ----------------------------
                                                        1997           1996
                                                   ------------    ------------

Net cash provided by (used in)  operating
    activities net of effects of business
    acquired...................................... $     71,002   $  (1,148,572)

Cash flow from investing activities
    Purchase of machinery and equipment...........     (359,669)       (204,207)
    Proceeds from sale of equipment...............      233,129            --
    Acquisition of business net of cash acquired..      192,253            --
                                                   ------------    ------------

Net cash provided by (used in) investing 
 activities.......................................       65,713        (204,207)

Cash flow from financing activities
   Proceeds from sale of marketable securities.....    2,100,000            --
   Net advances (payments) on notes payable.......      588,237         332,175
   Net advances on notes due to shareholder.......      299,521       1,294,803
   Net payments on long-term debt.................         --           (73,882)
                                                   ------------    ------------
Net cash provided by financing activities.........    2,820,921       1,553,096
                                                   ------------    ------------

Net increase in cash..............................    2,957,636         200,317
Cash, beginning of period.........................      304,678         178,231
                                                   ------------    ------------

Cash, end of period............................... $  3,262,314    $    378,548
                                                   ============    ============


Supplemental disclosure of Non-cash Investing and Financing Activities

During the three months ended December 31, 1997, 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 14
<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
three months ended December 31, 1997 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  current  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 periods reported under this current Form 10-QSB.

Net Income (Loss) Per Share Information. The net income (loss) per share amounts
have been computed by dividing net 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 the 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 - TRANSACTIONS WITH AFFILIATES

On September 30, 1997, AEC executed a renewal and amendment to the existing line
of  credit  facility  increasing  the  Company's  maximum  borrowing  amount  to
$20,000,000.  The AEC line of credit facility carries interest at the prime rate
plus 2% per annum,  is  unsecured  and matures on  February  18, 1998 (there are
discussions  being held regarding an extension to the line of credit  facility).
As of December 31, 1997 and  September 30, 1997,  the total amounts  outstanding
under the AEC facility were $17,908,945 and $17,609,424  respectively.  Included
in these amounts are accrued  interest of $1,134,832 and $835,311  respectively.


                                  Page 6 of 14
<PAGE>
The  renewal  of 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.  No guarantee can be made that stockholder  approval will be
obtained. 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.

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  is
subject to  shareholder  approval  of an increase  in the  authorized  number of
outstanding shares. There is no assurance that this can be achieved.
     
Concurrent  with the  closing  of the  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 4 - 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  outstanding
balance under the facility as of December 31, 1997 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.

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 becomes due on February 16, 1998.  The loan amount  represented by the
note was used by the Company to refinance certain indebtedness of Manta.

NOTE 5 - SUBSEQUENT EVENTS

In February 1998, the Company's JL Manta subsidiary signed a $9.5 million credit
facility with LaSalle  National  Bank. A portion of the facility will be used to
refinance certain  indebtedness of JL Manta with the remainder available to meet
working capital requirements.  The facility is comprised of a one year renewable
term loan, revolving loans and letters of credit. The facility is secured by the
assets of Manta and  guaranteed by the Company.  It includes  typical  financial
covenants which allow, with certain  restrictions,  distributions of excess cash
generated by Manta to the Company.

NOTE 6 - BUSINESS COMBINATIONS

On November 19, 1997, the Company  completed its  acquisition of JL Manta,  Inc.
("Manta"),  an  Illinois  corporation  which  provides  specialized  maintenance
services for clients in the  industrial,  environmental  and  low-level  nuclear
sectors. The Company acquired all of the issued and outstanding common stock for
a total cost of $9,387,000  in cash and convertible  promissory  notes. See FORM
8-K Amendment No. 2 dated February 3, 1998 for the financial  statements and pro
forma information relating to the acquisition.

NOTE 7 - RESERVE FOR CONTINGENCIES

See PART II, ITEM 1. Legal Proceedings.

                                  Page 7 of 14
<PAGE>


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


RESULTS OF OPERATIONS:
---------------------
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  months  ended  December  31, 1997 are not
necessarily  indicative  of results of  operations  to be expected  for the full
year.

Revenue

Consolidated  revenue for the three months ended  December 31, 1997 increased to
$10,453,000 from $3,390,000 for the same period in 1996. The increase in revenue
was  primarily  the result of the  inclusion of two months of activity  from the
acquired   industrial   maintenance   services   operations  which  amounted  to
$6,787,000.  The revenue  from the  Residential  asbestos  abatement  operations
reflected a 22.8%  increase to $1,717,000  in the current  quarter over the same
period in the prior year. This increase was the result of an increase in weather
related residential insurance claims in the California markets.  Weather related
claims in these  markets are  expected  to remain at higher  than normal  levels
through the second  quarter.  Revenues for  environmental  remediation  services
decreased by 1.8% to $1,949,000  in the current  quarter over the same period in
the prior year. The decrease in revenue was the result of normal fluctuations in
being awarded new contracts and the timing of the  commencement of new work. The
Company  has  traditionally  experienced  seasonal  slow  downs in the first and
second quarters in its environmental remediation operations and expects that the
newly acquired industrial maintenance services will experience similar trends.

Gross Profit

Gross  profit as a  percentage  of  revenue  for the three  month  period  ended
December 31, 1997 was 25.3%  compared to 34.8% for the same period in 1996.  The
decrease in the gross profit  margin was  primarily  due to the inclusion of the
industrial   maintenance   services   operations   which  generated  margins  of
approximately 19%. Residential experienced a decrease in gross margin percentage
in the quarter  ended  December  31, 1997 to 46% from 55% for the same period in
1996. The decrease was the combined result of an increase in the insurance costs
of the operations and an increase in various  indirect costs associated with the
restructuring  efforts  initiated in the fourth quarter of the prior year. These
restructuring  efforts  resulted in overall  reductions in residential  asbestos
abatement's total operating  expenses.  The Company expects that the residential
asbestos  operations will continue to achieve gross margins between 45% and 50%.
The results for  environmental  remediation  for the first quarter  reflected an
increase  in its gross  margin of 8% to 29%  compared to the same period in 1996
due primarily to gains recognized on several projects that were completed in the
current period. The Company expects that environmental services will continue to
perform at gross margins between 17.0% and 22%.

Selling, General And Administrative Expenses

Consolidated selling,  general and administrative  expenses (SG&A) for the three
months ended December 31, 1997 decreased to $1,886,000  from  $2,422,000 for the
same period in the prior year. As a percentage of revenue, SG&A decreased to 18%
from 71.6%  respectively.  Corporate  expenses  reflects  the largest  change to
$565,000 for the three months ended  December 31, 1997 from  $1,355,000  for the
same period in the prior year.  The decrease is due primarily to the  $1,000,000
of  management  fees incurred from AEC in the first quarter of the prior year to
help stablize the

                                  Page 8 of 14
<PAGE>
Company. This decrease in corporate expenses is partially offset by the combined
effect of an increase in current management and related salaries and an increase
in amortization  and retention  bonus expenses.  SG&A as a percentage of revenue
for both environmental  remediation  services and residential asbestos abatement
decreased in the current quarter by 7% and 8% respectively  compared to the same
period in the prior year. Both decreases in SG&A expenses in the current quarter
reflected  the  benefits  of the  restructuring  and  cost  containment  efforts
initiated by those  operations  throughout the prior year. These SG&A reductions
have been offset in the  current  quarter by the  inclusion  of $419,000 of SG&A
related to the industrial maintenance  operations.  Although the Company expects
to continue to initiate  restructuring and cost containment  measures to achieve
its strategic  goals,  it can not  guarantee  that future  efficiencies  will be
recognized.

Other Expenses

Interest  expense  during the three months ended December 31, 1997, was $536,000
compared  to  $387,000  for the same  period in 1996.  The  increase in interest
expense in the current  quarter was primarily  due to the increased  outstanding
borrowings under the line of credit from its principal  shareholder AEC compared
to the same period in the prior year.  Additional interest was recognized in the
current  quarter  from  notes  issued  to  finance  the  business   acquisition,
outstanding  borrowings from an investor group and from a bank in support of the
industrial maintenance operations.

Net Loss

The net  income  for the three  months  ended  December  31,  1997 was  $257,000
compared  to a net loss of  $1,631,227  for the same  period  in the  1997.  The
increase in income was the combined result of the  contribution of $716,000 from
the  industrial  maintenance  business,  the  reductions  in  SG&A in all of the
existing operations partially offset by an increase in interest expense.


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

During the first quarter the Company generated  positive cash from operations of
$72,002  compared to negative cash from  operations  of $1,148,572  for the same
period in 1996.  The positive cash flow is the result of an increase in activity
in  the  residential   asbestos  abatement  operations  resulting  in  increased
collections, a decrease in use from the environmental remediation operations due
to seasonal slow downs and the efficiencies  gained from the  company-wide  cost
containment initiatives.

During the three months ended December 31, 1997, the Company  received  proceeds
of  $2,100,000  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 Company
expects that the debt to equity conversion option under the existing AEC line of
credit facility will be exercised in quarter three. The proceeds  received from
the sale of  securities  will be used to  reduce  existing  debt and to  settle
outstanding obligations for the Company's discontinued operations.

In February 1998, the Company's JL Manta subsidiary signed a $9.5 million credit
facility with LaSalle  National  Bank. A portion of the facility will be used to
refinance certain  indebtedness of JL Manta with the remainder available to meet
working capital requirements.  The facility is comprised of a one year renewable
term loan, revolving loans and letters of credit. The facility is secured by the
assets of Manta and  guaranteed  by the  Company.  The  facility  also  includes
typical   financial   covenants   which  allow,   with   certain   restrictions,
distributions of excess cash generated by Manta to the Company.

The  Company  believes,  that the  proceeds  from the  sale of  securities,  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 will be sufficient  throughout  the next twelve months to
finance its working capital needs,  planned capital  expenditures,  debt service
and the outstanding obligations from the Company's discontinued 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.

                                  Page 9 of 14
<PAGE>

PART      II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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  or cash  flows.  The
reserves for litigation and contingencies recorded by the Company as of December
31, 1997 amounted to $3,449,000. Included in this amount is a $2,100,000 reserve
for the acquired industrial maintenance service operations which is comprised of
a $500,000 warranty reserve for certain work  performed that is guaranteed for a
three year period and a  $1,600,000  contingency  reserve  for  various  ongoing
litigation.

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

    Exhibit 99.4    Press Release issued by the registrant on February 12, 1998
                    announcing the signing of a $10 Million Credit Facility with
                    LaSalle National Bank.
  
    Exhibit 27.     Financial Data Schedule

(b) REPORTS ON FORM 8-K

    The following reports Form 8-K were filed during the quarter ended 
    December 31, 1997:

    
    (i)   A report  dated  October  8, 1997  concerning  the  appointment  of J.
          Drennan Lowell as Vice President and Chief Financial  Officer in place
          of Joel Thomas.

    (ii)  A report dated October 15, 1997  concerning the Company's signing of a
          definitive  agreement to purchase all of  the outstanding common stock
          of JL Manta, Inc.

    (iii) A report  dated  December 4, 1997  concerning  the  completion  of the
          acquisition  of J.L.  Manta,  Inc.  (not  included  Item 7.  Financial
          Statements and Exhibits which were  subsequently  filed on February 3,
          1998).
          
    (iv)  A report  dated  December 4, 1997  serving as  amendment  No. 1 to the
          original report dated December 4, 1997. The amendment corrects certain
          reported dates and adds exhibits omitted in the original filing.


                                  Page 10 of 14
<PAGE>


                                   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


February 17, 1998                 By: /S/ J. Drennan Lowell
                                    -----------------------------
                                    J. Drennan Lowell
                                    Vice President, Chief Financial Officer,
                                    Treasurer and Secretary



                                 Page 11 of 14
<PAGE>


                               EIF HOLDINGS, INC.

                                 EXHIBIT INDEX


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

         Exhibit 99.1    Press Release issued by the registrant on 
                         February 12, 1998 announcing the signing of 
                         a $10 Million Credit Facility with LaSalle 
                         National Bank.....................................  13
         

         Exhibit 27      Financial Data Schedule...........................  14



           
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