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

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

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

                For the Quarterly Period Ended December 31, 1996

                                       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.)

                           15201 Pipeline Lane, Ste. B
                       Huntington Beach, California 92649
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (714) 897-9000
                           ---------------------------
                           (Issuer's telephone number)

                      475 N. Muller St., Anaheim, CA 92801
--------------------------------------------------------------------------------
(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 August 11, 1997
               -----                          ------------------------------
      Common stock, no par value                       24,618,201

Transitional Small Business Disclosure Format (Check one):

Yes      ; No   X
    -----     -----
                                  Page 1 of 17
<PAGE>
This form 10-QSB/A,  Amendment  Number 1, amends and supplements the form 10-QSB
(the  "Original  Form 10-QSB")  filed by EIF Holdings,  Inc. on August 26, 1997.
This Amendment  Number 1 is to amend and restate Part I: Item 1 and Item 2, Part
II Item 1,  Item 5, Item 6 and  Exhibit  27 of the  Original  Form  10-QSB.  The
Original  Form 10-QSB is hereby  amended and restated to read in its entirety as
follows.  This  Form  10-QSB/A  should  also  be read in  conjunction  with  all
subsequent  filings with the Securities and Exchange  Commission  which disclose
significant developments.

                                EIF HOLDINGS INC.

                                Table of Contents

PART I.  FINANCIAL INFORMATION                                              Page

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets as of December 31, 1996
           and September 30, 1996............................................ 3

         Consolidated Statements of Operations for the Three Months
           Ended December 31, 1996 and 1995.................................. 4

         Consolidated Statements of Cash Flows for the Three Months 
           Ended December 31, 1996 and 1995.................................. 5

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................. 7


PART II. OTHER INFORMATION                                                   

Item 1.  Legal Proceedings................................................... 9 

Item 5.  Other Information................................................... 9

Item 6.  Exhibits and Reports on Form 8-K.................................... 9

         Signatures..........................................................10

                                  Page 2 of 17
<PAGE>


PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                               EIF HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                   December 31,   September 30,
                                                       1996            1996
                                                   ------------    ------------
                                                    (Unaudited)       Audited
          ASSETS
Current assets:
   Cash........................................... $    378,548    $    178,231
   Accounts receivable, net.......................    5,109,148       7,299,059
   Costs and estimated earnings on contracts 
    in progress in excess of billings.............      289,748         326,343
   Supplies inventory.............................      505,296         478,370
   Prepaid assets.................................      717,854          85,816
                                                   ------------    ------------
        Total current assets......................    7,000,594       8,367,819

Machinery and equipment, net......................    1,368,922       1,275,087

Other noncurrent assets:
   Goodwill.......................................      786,691         881,680
   Other assets...................................          692          50,917
                                                   ------------    ------------
                                                        787,383         932,597
                                                   ------------    ------------
   Total assets................................... $  9,156,899    $ 10,575,503
                                                   ============    ============

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses........... $  8,831,347    $  6,428,112
  Notes payable...................................    2,333,237       1,856,751
  Billings in excess of costs and estimated
   earnings on contracts in progress..............    1,067,561         737,476
  Note payable due to shareholder.................    6,203,120       4,908,317
  Reserve for contingencies.......................      962,000            --
  Current maturities of long-term debt............         --           144,311
                                                   ------------    ------------
                                                     19,397,265      14,074,967

Long term debt...................................          --            73,882

Stockholders' deficit
  Common stock...................................     3,019,246       3,019,246
  Additional paid-in capital.....................       804,696         804,696
  Accumulated deficit............................   (14,064,308)     (7,397,288)
                                                   ------------    ------------
        Total stockholders' deficit..............   (10,240,366)     (3,573,346)
                                                   ------------    ------------
   Total liabilities and stockholders' deficit...  $  9,156,899    $ 10,575,503
                                                   ============    ============

The  balance  sheet at  September 30,  1996 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 17
<PAGE>


                               EIF HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        Three Months ended
                                                            December 31,
                                                   ----------------------------
                                                        1996            1995
                                                   ------------    ------------

Revenue........................................... $  6,364,431    $  6,278,060

Cost of services..................................    8,368,212       4,193,713
                                                   ------------    ------------
 Gross profit.....................................   (2,003,781)      2,084,347

Selling, general and administrative expenses......    4,276,213       2,326,093

                                                   ------------    ------------
                                                     (6,279,994)       (241,746)
Other:
 Other (income) expense...........................         --           (51,031)
 Interest expense.................................      387,028         101,504
                                                   ------------    ------------
 Loss before income taxes.........................   (6,667,022)       (292,219)

Income taxes......................................         --             3,000
                                                   ------------    ------------
Net loss.......................................... $ (6,667,022)   $   (295,219)
                                                   ============    ============

Net loss per share................................ $      (0.27)   $      (0.02)
                                                   ============    ============
Weighted average number of common 
  shares outstanding..............................   24,618,201      14,618,201
                                                   ============    ============


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

                                  Page 4 of 17
<PAGE>


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

                                                       Three Months ended
                                                          December 31,
                                                   ----------------------------
                                                        1996           1995
                                                   ------------    ------------

Net cash (used in) provided by operating
    activities.................................... $ (1,148,572)   $    151,990

Cash flow from investing activities
    Purchase of machinery and equipment...........     (204,207)         (8,469)
                                                   ------------    ------------

Net cash used in investing activities.............     (204,207)         (8,469)

Cash flow from financing activities
   Net advances (payment) on notes payable........      332,175          10,241
   Net advances on notes due to shareholder.......    1,294,803             --  
   Net payments on long-term debt.................      (73,882)       (284,420)
   Increase in outstanding checks payable.........         --            86,684
                                                   ------------    ------------
Net cash provided by (used in)
  financing activities............................    1,553,096        (187,495)
                                                   ------------    ------------

Net increase (decrease) in cash...................      200,317         (43,974)
Cash, beginning of period.........................      178,231          70,775
                                                   ------------    ------------

Cash, end of period............................... $    378,548    $     26,801
                                                   ============    ============


Supplemental disclosure of Non-cash Investing and Financing Activities

During the three months ended December 31, 1995, the Company  acquired  $150,212
  of machinery and equipment under capitalized leases.

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


                                  Page 5 of 17
<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 10KSB for the year ended September 30, 1996. 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 month period ended 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;  P.W. Stephens Contractors, Inc., QHI
Stephens Contractors,  Inc. and P.W. Stephens Residential,  Inc.,  (collectively
referred  to as "P.W.  Stephens"),  P.W.  Stephens  Contractors,  Inc.  and P.W.
Stephens  Services,  Inc.,  formerly  known as  VonGuard  Holdings,  Inc.,  (now
collectively referred to as "P.W. Stephens St. Louis") and Kelar Controls, Inc.,
("Kelar").

Net Loss  Per  Share  Information.  The net 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 is required to be adopted on December 31, 1997.
At that time,  the Company will be required to change the method  currently used
to compute  earnings per share and to restate all prior  periods.  Under the new
requirements for calculating  primary earnings per share, the dilutive effect of
stock options will be excluded.  The impact of statement 128 on the  calculation
of fully diluted earnings per share is not expected to be material.

Note 2 - RESTATEMENT OF PREVIOUSLY FILED 10-QSB

During  the first  quarter,  the  Company  began a  conversion  of its  computer
accounting system to a new software application.  The initial conversion efforts
failed and it took the Company  approximately six months to resolve the problems
and  complete the  conversion.  In  September  1997,  as a result of the initial
failed system conversion  attempt,  the Company determined that beginning in the
quarter  ended  December 31, 1996 it had  inadvertently  under-recorded  certain
accounts  payable  and  accrued  liabilities  primarily  related  to direct  and
indirect  contract  service  costs.  The Company  also  determined  that certain
contingencies should have been recognized in quarters one and two. These factors
resulted in an  understatement  of the Company's  liabilities,  direct costs and
operating  expenses as of and for the quarters ended December 31, 1996 and March
31, 1997.  Accordingly,  the Company has restated its financial  statements  for
these two quarters.

NOTE 3 - TRANSACTIONS WITH SHAREHOLDER

During 1996, the Company entered into a line of credit with a major shareholder,
American Eco Corporation  (AEC).  The line of credit carries a maximum amount of
$5,250,000,  interest  at the prime rate plus 2% per  annum,  is  unsecured  and
matures on July 31, 1997. Total interest accrued on this line of credit amounted
to $283,000 as of December 31, 1996.  See Item 2.,  Management's  Discussion and
Analysis of Financial  Condition,  Liquidity and Capital Resources,  for further
discussion.

Pursuant to an agreement  effective October 1, 1996 between AEC and the Company.
AEC has agreed to provide  certain  services to the  Company in  exchange  for a
management fee to be paid on a quarterly basis.  The services include  providing
the Company  with  management  guidance as well as  quaranteeing  certain of the
Company's  obligations  with its  creditors,  in order to allow the  Company  to
receive  favorable  terms from these  creditors.  The  agreement  provides for a
quarterly payment of $1,000,000. See exhibit 10.1 for complete agreement.

NOTE 4 - NOTES PAYABLE

On  December 1, 1996 the  Company  borrowed  $300,000  under a  promissory  note
payable to an investor group.  The terms of the note, which matures on March 13,
1997,  provide for an interest  rate of 12% per annum.  In  connection  with the
note,  the Company  committed to issue  150,000  warrants to purchase the common
stock of the  Company  subject to  shareholder  approval  of an  increase in the
authorized number of outstanding shares. 

On September 30, 1996 the Company  obtained a $1,300,000 line of credit facility
from an investor group.  The terms of the revolving  credit facility provide for
an interest  rate of 10% per annum and a maturity  of March 1, 1998.  During the
current quarter the Company  borrowed  $145,000 under the credit  facility.  The
outstanding balance under the facility as of December 31, 1996 was $370,000.

NOTE 5 - RESERVE FOR CONTINGENCIES

See Part II, Item 1.  Legal Proceedings.

                                  Page 6 of 17
<PAGE>


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


Results of Operations:
----------------------

Revenue:

Revenue  for  the  three  months  ended  December  31,  1996  increased  1.4% to
$6,364,000  from $6,278,000 for the same period in 1995. The increase in revenue
was the  combined  result of a 57.3%  increase  in  revenue  from P.W.  Stephens
St.Louis of  $723,000  offset by a decrease in revenue  from P.W.  Stephens  and
Kelar of  ($306,000)  or (6.8%)  and  ($68,000)  or  (25.3%)  respectively.  The
increase  in  revenue  for P.W.  Stephens  St.  Louis  was  primarily  due to an
increased  sales  effort and the  awarding  of new  contracts.  The  decrease in
revenue for P.W.  Stephens  and Kelar was the result of normal  fluctuations  in
being  awarded new  contracts  and the timing of the  commencement  of new work.
Kelar was also affected by a reduction in revenue in the current  quarter from a
large ongoing energy savings contract compared to the same period in 1995.

Gross Profit:

Gross  profit as a  percentage  of  revenue  for the three  month  period  ended
December 31, 1996 was a negative  (31.5)%  compared to a positive  33.2% for the
same period in 1995.  The decrease in the gross profit  margin was primarily due
to P.W.  Stephens  which had a  negative  gross  margin of  (59.6)%  during  the
quarter  ended  December  31,  1996,  compared to a positive  38.3% for the same
period in 1995.  The decrease in gross profit margin  reflects the impact of the
Company's  estimates  of several  large  jobs  which it  expects  to  experience
significant losses through completion.  As a partial  offset  to P.W.  Stephens'
decrease in gross  profit,  P.W.  Stephens St. Louis  achieved a gross profit of
20.3%  compared to 14.3% during the three month periods ended  December 31, 1996
and 1995 respectively resulting from operating efficiencies  recognized from the
consolidation  of branches which  occurred in the spring of 1996.  Kelar's gross
profit for the three months  ended  December  31,  1996,  was 35.7%.  This gross
profit percentage  includes revenue from shared energy savings  contracts.  Once
initial  work  is  completed,  these  projects  produce  ongoing  revenue  while
incurring minimal costs.

Selling, general and administrative expenses:

Selling,  general and administrative  expenses (SG&A) for the three months ended
December 31, 1996 increased to $4,476,000 from $2,326,000 for the same period in
1995.  The increase in SG&A expenses is the combined  result of management  fees
incurred  during  the  period of  $1,000,000,  an  increase  in  litigation  and
contingency  reserves of $962,000  and an  increase  in the  reserves  for trade
receivables of $220,000.  Without the impact of these items,  the Company's SG&A
expenses as a percentage of revenue has remained consistent at 37%.

Other Expenses

Interest  expense  during the three months ended December 31, 1996, was $387,000
compared to $101,000 for the same period in 1995. The increase was primarily due
to  additional   borrowings   under  the  line  of  credit  from  its  principal
shareholder, American Eco Corp.

Net Loss

The net  loss  for the  three  months  ended  December  31,  1996  increased  to
($6,867,000)  compared  to a net loss of  ($295,000)  during the same  period in
1995.   Losses  during  the  current  period  reflect  the  combined  result  of
significant losses relating to several large jobs,  the management fees incurred
in the current period and the increase in litigation and contingency reserves.

                                  Page 7 of 17
<PAGE>


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

The Company's borrowings from American Eco Corp. (AEC) remained its major source
of capital.  The balance due to AEC as of December 31, 1996 was  $6,203,000,  an
increase of $1,295,000 from the September 30, 1996 fiscal year end balance.  The
original terms of the AEC facility  provided for a maximum  borrowing  amount of
$5,250,000. Discussions are continuing regarding a potential exchange of the AEC
credit line for additional  shares of the Company's common stock. In conjunction
with those discussions, AEC has allowed the outstanding borrowings to exceed the
maximum amount of the facility. Prior to any exchange of part or all of the line
of credit to common stock,  the terms of the exchange must be negotiated and the
Company must receive  shareholder  approval to increase its authorized number of
outstanding shares. There is no assurance that this can be achieved.

The Company  utilized  factoring  arrangements  as a significant  source of cash
during the quarter ended  December 31, 1996.  P.W.  Stephens St. Louis  factored
contract  receivables in the amount of $1,860,000  during the period.  Under the
factoring  arrangement,  P.W.  Stephens St.  Louis  received 65% of the factored
receivables and incurred an annualized  effective interest rate of approximately
28%.

During the quarter ended December 31, 1996,  the Company also borrowed  $300,000
under a  promissory  note payable to an investor  group.  The terms of the note,
which matures on March 13, 1997,  provide for an interest rate of 12% per annum.
In connection with the note, the Company  committed to issue 150,000 warrants to
purchase the common stock of the Company  subject to shareholder  approval of an
increase in the authorized number of outstanding shares.

The Company also borrowed an additional $145,000 in the current quarter from its
existing  revolving  credit  facility with an investor  group.  The terms of the
$1,300,000  revolving  credit facility  provide for an interest rate of 10% per
annum and matures on March 1, 1997.

Neither the Company nor any of its subsidiaries  have a bank line of credit from
which  to  borrow.  As  part of the  management  agreement  between  AEC and the
Company,  AEC has agreed to assist the Company in obtaining favorable financing,
including  but not limited to providing any  necessary  guarantees.  There is no
assurance that financing can be obtained. P.W. Stephens continues to pay off its
expired  credit  facility at a rate of $200,000  per month.  As of December  31,
1996, the outstanding balance on that facility was $800,000.


                                  Page 8 of 17
<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, 1996 total $962,000.

ITEM 5.   OTHER INFORMATION

On October 22, 1996, Mr. Joel J. Thomas was hired as Chief Financial  Officer of
the Company. 


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

      Exhibit 10.1    Management Agreement effective October 1, 1996 between    
                      the Company and American Eco Corp.
   
      Exhibit 10.2    Promissory Note dated December 13, 1996 between the
                      Company and Truman Harty

      Exhibit 10.3    Revolving Line of Credit dated September 1, 1996 between
                      the Company and Turner Holdings, Inc.

      Exhibit 27.     Financial Data Schedule

(b)   REPORTS ON FORM 8-K

      No reports on Form 8-K were filed during the quarter ended 
      December 31, 1996.


                                  Page 9 of 17
<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


January 13, 1998                 By: /S/ J. Drennan Lowell
                                    -----------------------------
                                    J. Drennan Lowell
                                    Vice President, Chief Financial Officer,
                                    Treasurer and Secretary



                                  Page 10 of 17
<PAGE>

                               EIF HOLDINGS, INC.

                                 EXHIBIT INDEX


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

         Exhibit 10.1      Management Agreement Effective 10/1/96            
                           between the Company and American Eco Corp.......  12 

         Exhibit 10.2      Promissory Note dated December 13, 1996 
                           between the Company and Truman Harty............  14

         Exhibit 10.3      Revolving Line of Credit dated September 1, 1996
                           between the Company and Turner Holdings, Inc....  15
      

         Exhibit 27        Financial Data Schedule.........................  17



           
                                  Page 11 of 17