SECURITIES AND EXCHANGE
                               -----------------------

                                      COMMISSION
                                      ----------

                                WASHINGTON, D.C. 20549
                                ----------------------


                                     FORM 10-QSB
                                      ---------


          [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 for the quarterly period ended
               June 30, 1996.

           -   Transition Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 for the transition period from
               _________ to__________


          Commission File No. 0-22388

                                  EIF HOLDINGS, INC.
                (Exact name of registrant as specified in its charter)

               HAWAII                             99-0273889
               --------                           ----------

          (State or other jurisdiction of    (IRS Employer Identification No.)
          incorporation or organization)

          727 South Ninth Avenue
          City of Industry, CA           91745
          ----------------------------------------
          (Address of principal Offices) (Zip Code)



          Registrant's telephone number including area code:  (818) 330-7221
                                                              --------------

                                         N/A
           ---------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since last
     report)

          Indicate by check mark whether the Registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 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
              -------      -------

          The number of shares of common stock outstanding as of October 14,
     1996 was 24,681,201.



<PAGE>                            EIF HOLDINGS, INC.

                                  Table of Contents


                                                                            Page

     PART I.   FINANCIAL INFORMATION

     Item I.   Financial Statements -

               Consolidated Balance Sheets as of June 30, 1996 and 
                    September 30,  1995                                       3

               Consolidated Unaudited Statements of Operations, nine months
                    ended June 30, 1996 and 1995 and the three months 
                    ended June 30, 1996 and 1995                              4

               Consolidated Unaudited Statements of Cash Flows, nine months
                    ended June 30, 1996 and 1995                              5

               Notes to Consolidated Unaudited Interim Financial Statements   6

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

     Part II.  OTHER INFORMATION                                              9


<PAGE>

                            PART I.  FINANCIAL INFORMATION

     Item 1.   Financial Statements
               --------------------

                                  EIF HOLDINGS, INC.
                             CONSOLIDATED BALANCE SHEETS
                                     (UNAUDITED)

                                               June 30,      September 30,
                                                 1996            1995
                                              ----------     -------------

                ASSETS
           Current assets
             Cash                               109,350          70,775
             Contracts receivable, net
               allowance for doubtful
               accounts                       7,104,144       5,579,506
             Costs and estimated earnings
               in excess of billings on
               uncompleted contracts            267,707         349,512
             Supplies inventory                 531,854         529,954
             Income tax receivable              170,000         265,916
             Prepaid assets                     243,295         701,485
                                             ----------     -----------

                Total current assets          8,426,350       7,497,148

           Machinery and equipment, net
             of accumulated depreciation      1,442,117       1,679,957
           Goodwill                             895,150         933,493
           Other assets                          68,258          34,693
                                             ----------     -----------


                                            $10,831,875     $10,145,291
                                            ===========     ===========

                LIABILITIES AND
                STOCKHOLDERS' EQUITY

           Current liabilities
             Outstanding checks payable     $   690,665     $   478,696
             Note payable, bank               2,616,446       1,710,504
             Accounts payable and accrued
               expenses                       3,905,672       4,046,137
             Billings in excess of cost
               and estimated earnings on
               uncompleted contracts            399,341         516,871
             Current maturities of              153,209         219,313
               long-term debt                ----------     -----------

                Total current liabilities     7,765,333       6,971,521

           Long-term debt                     4,052,074       2,537,396

           Stockholders' equity
             Common stock                     3,019,246       2,019,246
             Additional paid-in capital         804,696         804,696
             Deficit                         (4,809,474)     (2,187,568)
                                             ----------     -----------
                                               (985,532)        636,374
                                             ----------     -----------
                                            $10,831,875     $10,145,291
                                            ===========     ===========

             See accompanying notes to consolidated financial statements


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

                                               Three Months Ended
                                                    June 30,
                                               ------------------
                                              1996             1995
                                              ----             ----

             Contract revenues earned    $ 7,863,783      $ 7,876,818

             Cost of contract revenues     5,886,902        5,762,889
                                         -----------      -----------

             Gross profit                  1,976,881        2,113,929

             Selling, general and          2,684,248        2,789,867
               administrative            -----------      -----------

             Operating loss                 (707,367)        (675,938)


             Other income (expense)           (3,653)         (92,509)
                                         -----------      -----------

             Loss before interest
               expense                      (711,020)        (768,447)

             Interest expense                 93,596          112,261
                                         -----------      -----------

             Loss before benefit for
               income taxes                 (804,616)        (880,708)

             Benefit for income taxes              0         (326,000)
                                         -----------      -----------

             Net loss                    $  (804,616)     $  (554,708)
                                         ===========      ===========

             Net loss per share          $     (0.03)     $     (0.04)
                                         ===========      ===========

             Weighted average number      24,618,201       15,133,887
               of shares outstanding     ===========      ===========


                                                Nine Months Ended
                                                    June 30,
                                                -----------------
                                              1996             1995
                                              ----             ----

             Contract revenues earned    $19,160,454      $23,862,574

             Cost of contract revenues    13,606,949       16,371,497
                                         -----------      -----------

             Gross profit                  5,553,505        7,491,077

             Selling, general and          7,919,916        8,153,239
               administrative            -----------      -----------

             Operating loss               (2,366,411)        (662,162)


             Other income (expense)           47,378         (389,284)
                                         -----------      -----------

             Loss before interest
               expense                    (2,319,033)      (1,051,446)

             Interest expense                302,873          289,923
                                         -----------      -----------

             Loss before benefit for
               income taxes               (2,621,906)      (1,341,369)

             Benefit for income taxes              0         (429,000)
                                         -----------      -----------

             Net loss                    $(2,621,906)     $  (912,369)
                                         ===========      ===========

             Net loss per share          $     (0.13)     $     (0.06)
                                         ===========      ===========

             Weighted average number      20,056,157       15,076,345
               of shares outstanding     ===========      ===========


             See accompanying notes to consolidated financial statements.


<PAGE>

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

                                               Nine Months Ended
                                                    June 30,
                                               -----------------
                                              1996            1995
                                              ----            ----

              Net cash used in
                operating activities       $(3,362,602)      $(290,566)

              Cash flows from
                investing activities

                Proceeds from sale of
                  machinery and
                  equipment                    -                23,537
                Cash acquired through
                  Kelar Controls, Inc.
                  acquisition                  -                17,087
                Purchase of property          (165,308)       (180,779)
                  and equipment            -----------       ---------

              Net cash used in                (165,308)       (140,155)
                investing activities       -----------       ---------

              Cash flows from
                financing activities
                  Change in cash
                    overdraft                  211,969          10,549

                  Net advances from
                    notes payable,
                    bank                       905,942         729,227
                  Proceeds from sale
                    of common stock          1,000,000          -
                  Advances on behalf
                    of officer                 -                (7,968)
                  Net advances from
                    (payments on)            1,448,574        (100,675)
                    long-term debt         -----------       ---------

              Net cash provided by           3,566,485         631,133
                financing activities       -----------       ---------

              Net increase in cash             385,759         200,412

              Cash, beginning of                70,775          28,337
                period                     -----------       ---------

              Cash, end of period          $   109,350       $ 228,749
                                           ===========       =========

          SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
          ACTIVITIES

          On December 31, 1994 the Company purchased all of the common
          stock of Kelar Controls, Inc. in exchange for 200,000 shares of
          Company stock plus closing costs.  In conjunction with the
          transaction, liabilities were assumed as follows:

           Fair value of assets acquired   $ 373,174
           Consideration paid                 96,200
                                           ---------
           Liabilities assumed             $ 276,974
                                           =========

          During the nine months ended June 30, 1996, the company acquired
          $150,512 of machinery and equipment under capitalized leases.



             See accompanying notes to consolidated financial statements.



     <PAGE>
                                  EIF HOLDINGS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 AS OF JUNE 30, 1996
                                     (UNAUDITED)
                                     -----------


          NOTE 1 - BASIS OF PRESENTATION:

          The unaudited interim consolidated financial statements of EIF
          Holdings, Inc. and its subsidiaries (the Company) have been
          prepared pursuant to the rules and regulations of the Securities
          and Exchange Commission.  Accordingly, certain information and
          footnote disclosures normally included in financial statements
          prepared in accordance with generally accepted accounting
          principles have been condensed or omitted.  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, 1995.

          In the opinion of management, the interim consolidated financial
          statements reflect all adjustments necessary for fair
          presentation of the interim period.

          NOTE 2 - NOTES PAYABLE, BANK: 

          Notes payable, bank includes a line of credit secured by
          VonGuard's contracts receivable, inventory and machinery and
          equipment.  The note matured February 16, 1996.  The bank has
          extended the maturity of this note while the Company and the bank
          continue to renegotiate new terms.

          Notes payable, bank also includes a line of credit secured by P.
          W. Stephens' contracts receivable and supplies inventory.  As of
          June 30, 1996 the outstanding balance on this note was
          $2,235,000.  As of September 25, 1996 this note had been paid
          down to $1,200,000 and the Company had reached an agreement with
          the lender whereby the loan balance will be reduced by $200,000
          per month until paid in full.  The Company anticipates securing a
          replacement line of credit and repaying the existing line in full
          prior to the required final payment date.

          NOTE 3 - LONG-TERM DEBT:

          In order to fund continuing operating needs and debt service, the
          Company arranged to borrow funds from American Eco Corporation,
          an Ontario corporation ("American Eco"),  pursuant to a long-term
          note that bears interest at prime plus 2.50%.  At June 30, 1996,
          the outstanding balance on this note was $3,805,000.     


     <PAGE>

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

          RESULTS OF OPERATIONS:

          In February 1996 a new management team was assembled to begin to
          assess and assist the management with the Company's operations. 
          Their first priority was to review the Company's financial
          reporting and track operations.  It became clear that the
          financial affairs of the Company were not at acceptable levels
          for the new team which included managers of American Eco.  The
          Company's operations were being directed by personnel that did
          not clearly understand the financial status of the operations or
          even of the projects specifically.  The new management team
          requested assistance from financial professionals to clarify the
          accurate status of each project and of the Company as a whole. 
          The newly appointed executives of the Company delayed the release
          of the interim financial information until such time as its
          accuracy could be ascertained

          For the nine months ended June 30, 1996, the net loss was
          $2,621,906 compared to a net loss of $912,369 during the same
          period in 1995.  Continued decline during the most recent period
          reflect a continuation of losses from the year ended September
          30, 1995 stemming from the VonGuard companies and further losses
          directly attributable to both the P. W. Stephens, Inc. whose
          demand for service has fallen off substantially, and Kelar's
          operations which continue in a start-up mode.

          REVENUES:

          Revenue declines $4,702,120 or 19.7% from $23,862,574 last year
          to $19,160,454 for the nine months ended June 30, 1996.  P. W.
          Stephens Contracting Inc. the Company's largest subsidiary had
          declines in revenues of $3,017,722 of 17.1% from the same period
          last year.  Because all aspects of the Company's operations were
          being carefully evaluated by the new management of the Company, 
          management restricted submission of bids on prospective projects
          and acceptance of new orders until funding was in place to
          execute any such awards.  The Company's bonding lines were also
          very restricted at this time.  VonGuard's total revenues also ran
          behind last year $1,548,730 or 27.6% and Kelar Controls followed
          suit with a decline of $135,688 or 20.7%, because the funding was
          not available to accept new awards.  In addition, the issuance of
          payment and performance bonds which was needed to secure
          contracts were severely restricted.

          During the quarter ended June 30, 1996, sales for both VonGuard
          and for P. W. Stephens have declined as the Company had not
          aggressively marketed its products in earlier quarters and the
          full impact of management's earlier changes had not yet been
          felt.  Much of the new management's effort has been consumed
          negotiating with the former owners and management and
          reorganizing the Company for the future.

          Actions were taken to improve revenue generation as the Company
          moved into the fourth quarter of operation.  A bon-fide sales
          department is now operating within the VonGuard group.  At P. W.
          Stephens, efforts have also been put in place to expand the sales
          of its operations primarily through the addition of QHI Stephens
          as a new subsidiary that specializes in commercial asbestos and
          lead abatement and other environmental services.

          GROSS PROFIT:

          During the nine months ended June 30, 1996, the Company produced
          an overall gross profit margin of 28.9% or $4,553,505 compared to
          31.3% or $7,491,076 for the same period in 1995.

          P. W. Stephens gross profit for the nine months ending June 30,
          1996 is at 31.6%.  This reflects gross profit reductions on jobs
          that have been reevaluated by new management.

          VonGuard's gross profit increased from the six month average of
          12.7% to 17.1% for the nine months ending June 30, 1996.



     <PAGE>

          SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:

          Selling, general, and administrative expenses decreased $363,767
          or 4.4% from June 30, 1995, as a result of staff reductions and
          termination of senior executives that were no longer needed to
          manage these consolidated businesses.

          P. W. Stephens third quarter costs ran $1,641,224, a decrease of
          $136,487 from second quarter of $1,777,711.  Planned cost
          reduction efforts were put into effect late in the second quarter
          by the new management.  The benefits of these cost reductions
          should continue to be seen in future periods.

          Kelar's selling, general, & administrative expenses remain nearly
          constant.  No significant changes are expected in this company's
          overhead levels.

          INTEREST EXPENSE:

          Interest expense for the Company amounts to $289,923 for the
          first nine months of fiscal 1996.  This is an increase of $31,615
          from the same period 1995.  Losses during the period have been
          funded by additional borrowings on the lines of credit and by
          advances from American Eco.  The continued need for working
          capital has kept the lines of credit fully utilized and this has
          increased interest costs.

          LIQUIDITY AND CAPITAL RESOURCES:

          Stephen's and VonGuard's lines of credit continue to be the
          Company's main source of capital.  These lines provide an
          availability to borrow based on formulas involving contracts
          receivable, certain inventory, and certain property and
          equipment.  As of June 30, 1996, the Company has borrowed the
          maximum amount permitted under the aforementioned formulas.

          As previously stated, VonGuard's line of credit matured on
          February 16, 1996.  As of September 25, 1996, $260,000 was
          outstanding on this line of credit.  The Company is continuing to
          negotiate with the bank regarding an extension on a more
          permanent basis and arrangements for a complete pay down of the
          loan.  In the interim, American Eco continues to support fundings
          necessary for operations of the Company.  As of June 30, 1996,
          American Eco had advanced $3,805,000 to the Company pursuant to a
          long-term note that bears interest at prime plus 2.50%.

          As of September 25, 1996 $1,200,000 was outstanding on P. W.
          Stephens' line of credit and an agreement had been reached with
          the lender whereby the loan balance will be reduced by $200,000
          per month until paid in full.



     PAGE
<PAGE>





          PART II - OTHER INFORMATION

          Item 1.   LEGAL PROCEEDINGS
                    -----------------

          On July 1, 1996,  P. W. Stephens terminated the employment of
          Richard R. Austin as President of P. W. Stephens, effective July
          16, 1996.  On July 1, 1996, Mr. Austin filed suit in the
          California Superior Court for the County of Los Angeles against
          the Company, American Eco, P. W. Stephens, Julbin International,
          Ltd., a British Virgin Islands corporation ("Julbin"), QHI
          Stephens Contractors, Inc., a subsidiary of P. W. Stephens
          ("QHI"), Michael McGinnis and unnamed defendants, seeking
          unspecified damages and specific performance.  Mr. Austin's
          claims arose out of a series of transactions pursuant to which
          Mr. Austin had sold his controlling interest in the Company to
          Julbin and American Eco had acquired shares of the Company's
          Common Stock.  Mr. Austin also alleged breaches of the purchase
          agreements pursuant to which he had sold shares of the Company's
          Common Stock to some of the defendants.

          Mr. Austin's complaint further alleged that American Eco, the
          Company and P. W. Stephens are in breach of an indemnification
          agreement pursuant to which certain defendants had promised to
          hold Mr. Austin harmless under a bank line of credit of P. W.
          Stephens which Mr. Austin had personally guaranteed, and that
          those defendants had improperly used the line of credit, seeking
          unspecified damages and specific performance.

          The defendants answered the complaint denying the allegations
          therein, and filed a cross-complaint against Mr. Austin, Dawn
          Seubert (Mr. Austin's wife), Patricia Kennedy and others for
          fraudulent misrepresentation and similar claims alleging that Mr.
          Austin had induced American Eco to invest in the Company by
          making material misrepresentations to American Eco and its
          representatives about the financial and operating condition of
          the Company and P. W. Stephens.  The cross-complaint further
          alleges that throughout Mr. Austin's tenure at the Company and P.
          W. Stephens he had, in concert with others, engaged in a
          sustained pattern of self-dealing in breach of his fiduciary
          duties to such companies.

          On August 5, 1996, Mr. Austin served P. W. Stephens and the
          Company with a demand for arbitration before the American
          Arbitration Association claiming that P. W. Stephens and the
          Company had breached his employment agreement, by, among other
          things, failing to pay him a $1,000,000 signing bonus to be paid
          in the form of a promissory note as well as salary earned by Mr.
          Austin through the Termination of his employment and through the
          period of notice following his termination.

          The parties have been engaged in settlement discussions in an
          effort to resolve all outstanding matters among them.

     <PAGE>

          Item 5.   Other Information
                    -----------------

          On January 12, 1996, the Company and American Eco entered into a
          Stock Purchase Agreement pursuant to which American Eco is to
          purchase 10 million shares of the Company's common stock at $0.10
          per share subject to the approval of the Company's shareholders
          of an increase of the Company's authorized common stock.  It is
          anticipated that the shareholders' meeting will be held in the
          fall of 1996.  During the interim period, a team of managers from
          American Eco has assumed the management of the Company.  Richard
          Austin has stepped down as Chairman of the Company.  Ken
          Vonderahe has resigned as a Director of the Company and as
          President of VonGuard Holdings, Inc., a St. Louis based
          subsidiary of the Company.  Ronald K. Mann has assumed the
          Chairmanship of the Company's Board of Directors.  Mr. Mann was
          then a Director of American Eco.  Mr. Michael E. McGinnis now
          serves as the Company's President and Chief Executive Officer and
          as a director.  Mr. McGinnis currently is the President and Chief
          Executive Officer and a Director of American Eco.  Joseph Miller
          has been appointed Executive Vice President and Chief Operating
          Officer of the Company of the Company.  Mr. Miller has acted as a
          consultant to American Eco.  Mr. Mann and Mr. McGinnis shall
          devote as much time to the management of the Company as each, in
          his sole discretion, shall deem necessary.

          Subsequent Events:

          During the 3rd Quarter of this year the former President and CEO
          of P. W. Stephens was relieved of his responsibilities.  The
          Company, as a temporary measure, assigned the chief operating
          officer of EIFH to deal with the day to day operations of P. W.
          Stephens.  The former President was assigned the responsibility
          of sales and marketing of P. W. Stephens and, in the Company's
          opinion, did not adequately discharge his responsibilities.  The
          Company has recruited a new president and CEO for EIFH who will
          also function in the day to day role of operations leader of
          EIFH's subsidiary companies.  Our new president and CEO, Mr.
          David Norris, is a resident of California and therefore is better
          positioned to provide the day to day leadership that is required
          for the successful turnaround of EIFH and its operating
          subsidiaries.  Mr. Michael E. McGinnis has relinquished the title
          of President and CEO of EIFH to Mr. Norris, but remains as a
          director of EIFH.

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

                         (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



          September 25, 1996            By: /s/ Davil L. Norris
                                           -----------------------------
                                           David L. Norris
                                           President and Duly Authorized
                                           Officer



                                        By: /s/ Lanell Matlock 
                                            -----------------------------
                                           Lanell Matlock
                                           Chief Accounting Officer