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
               March 31, 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           NO    X
              -------      -------

          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 March 31, 1996 and
                         September 30, 1995                               3

                    Consolidated Unaudited Statements of Operations, six
                         months ended March 31, 1996 and 1995 and the three
                         months ended March 31, 1996 and 1995             4

                    Consolidated Unaudited Statements of Cash Flows, six
                         months ended March 31, 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)

                                              March 31,      September 30,
                                                 1996            1995
                                              ----------     -------------

                ASSETS
           Current assets
             Cash                               256,779          70,775
             Contracts receivable, net
               allowance for doubtful
               accounts                       4,517,844       5,579,506
             Costs and estimated earnings
               in excess of billings on
               uncompleted contracts            115,205         349,512
             Supplies inventory                 521,676         529,954
             Income tax receivable              206,303         265,916
             Prepaid assets                     332,857         701,485
                                             ----------     -----------

                Total current assets          5,950,664       7,497,148

           Machinery and equipment, net
             of accumulated depreciation      1,543,207       1,679,957
           Goodwill                             907,589         933,493
           Other assets                          36,728          34,693
                                             ----------     -----------

                                            $ 8,438,188     $10,145,291
                                            ===========     ===========

                LIABILITIES AND
                STOCKHOLDERS' EQUITY

           Current liabilities
             Outstanding checks payable     $   528,803     $   478,696
             Note payable, bank               2,710,645       1,710,504

             Accounts payable and accrued
               expenses                       3,441,807       4,046,137
             Billings in excess of cost
               and estimated earnings on
               uncompleted contracts            235,279         516,871
             Current maturities of              254,000         219,313
               long-term debt                ----------     -----------

                Total current liabilities     7,170,534       6,971,521

           Long-term debt                     1,448,570       2,537,396

           Stockholders' equity
             Common stock                     3,019,246       2,019,246
             Additional paid-in capital         804,696         804,696
             Deficit                         (4,004,858)     (2,187,568)
                                             ----------     -----------
                                               (180,916)        636,374
                                             ----------     -----------
                                            $ 8,438,188     $10,145,291
                                            ===========     ===========



             See accompanying notes to consolidated financial statements


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

                                               Three Months Ended
                                                    March 31,
                                               ------------------
                                              1996             1995
                                              ----             ----

             Contract revenues earned    $ 5,018,611      $ 7,898,697

             Cost of contract revenues     3,526,334        5,243,760
                                         -----------      -----------

             Gross profit                  1,492,277        2,654,937

             Selling, general and          2,909,575        2,812,337
               administrative            -----------      -----------

             Operating (loss) income      (1,417,298)        (157,400)


             Other income (expense)                0         (228,381)
                                         -----------      -----------

             Loss before interest
               expense                    (1,417,298)        (385,781)

             Interest expense                107,773           90,444
                                         -----------      -----------

             Loss before benefit for
               income taxes               (1,525,071)        (476,225)

             Benefit for income taxes         (3,000)        (110,000)
                                         -----------      -----------

             Net loss                    $(1,522,071)     $  (366,225)
                                         ===========      ===========

             Net loss per common share   $     (0.07)     $     (0.02)
                                         ===========      ===========

             Weighted average number      20,991,827       15,193,530
               of shares outstanding     ===========      ===========


             

                                                Six Months Ended
                                                    March 31,
                                                -----------------
                                              1996             1995
                                              ----             ----

             Contract revenues earned    $11,296,671      $15,985,756

             Cost of contract revenues     7,720,047       10,608,608
                                         -----------      -----------

             Gross profit                  3,576,624        5,377,148

             Selling, general and          5,235,668        5,363,372
               administrative            -----------      -----------

             Operating (loss) income      (1,659,044)          13,776


             Other income (expense)           51,031         (296,775)
                                         -----------      -----------

             Loss before interest
               expense                    (1,608,013)        (282,999)

             Interest expense                209,277          177,662
                                         -----------      -----------

             Loss before benefit for
               income taxes               (1,817,290)        (460,661)

             Benefit for income taxes              0         (103,000)
                                         -----------      -----------

             Net loss                    $(1,817,290)     $  (357,661)
                                         ===========      ===========

             Net loss per common share   $     (0.10)     $     (0.02)
                                         ===========      ===========

             Weighted average number      17,787,600       15,077,230
               of shares outstanding     ===========      ===========


             See accompanying notes to consolidated financial statements.


    <PAGE>

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


                                                Six Months Ended
                                                   March 31,
                                               -----------------
                                              1996            1995
                                              ----            ----

              Net cash used in
                operating activities         $(810,105)      $(141,200)

              Cash flows from
                investing activities
                
                Cash acquired through
                  Kelar Controls, Inc.
                  acquisition                  -                17,087
                Purchase of property          -               (115,517)
                  and equipment            -----------       ---------

              Net cash used in                -                (98,430)
                investing activities       -----------       ---------

              Cash flows from
                financing activities
                  Net advances from
                    notes payable,
                    bank                     1,000,141         486,290
                  Proceeds from sale
                    of common stock          1,000,000         -      

                  Advances on behalf
                    of officer                 -               (12,500)
                  Payments on
                    long-term debt          (1,054,139)       (161,888)
                  Increase in
                    outstanding checks          50,107         113,309
                    payable                -----------       ---------

              Net cash provided by             996,109         425,211
                financing activities       -----------       ---------

              Net increase in cash             186,004         185,581

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

              Cash, end or period          $   256,779       $ 213,918
                                           ===========       =========


          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 six months ended March 31, 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 MARCH 31, 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
          Holdings, Inc.'s contracts receivable, inventory and machinery
          and equipment. The note matured February 16, 1996.  As of March
          31, 1996 the outstanding balance on this note was $1,434,000. 
          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
          March 31, 1996 the outstanding balance on this note was
          $2,410,000, and there had been no changes in the terms of this
          note.

          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 March 31, 1996
          the outstanding balance on this note was $324,000. 

    <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  six   months  ended March  31, 1996,  the  net loss  was
          $1,817,290 compared to  a net  loss of $357,661  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 declined  $4,689,085 or 29.3% from  $15,985,756 last year
          to $11,296,671  for the six months  ended March 31, 1996.   P. W.
          Stephens Contracting Inc.,  the Company's largest subsidiary, had
          declines  in revenues of $3,332,124 or 28.0% from the same period
          last year.  VonGuard's  total revenues also ran behind  last year
          $1,222,097 or 34.0% and Kelar Controls follow suit with a decline
          of $134,864 or 28.3%.

          During the quarter ended March 31, 1996,  sales for both VonGuard
          and for P. W. Stephens have seriously declined as the Company has
          not  aggressively  marketed  its  products.    Much  of  the  new
          management's effort has been consumed negotiating with the former
          owners  and  management  and  reorganizing the  Company  for  the
          future.

          Revenues  were  also  negatively  impacted  when  Zurich American
          Insurance  chose  not  to  bond  the  Company  any  longer  based
          primarily on  the  Company's prior  performance.   This  lack  of
          bonding capability made  operations somewhat  more difficult  for
          the Company and the  ability to successfully bid projects  became
          somewhat limited.  Using American Eco's strength, the Company was
          able  to move  their bonding  and surety  needs to  AIG (American
          International Group) on May  1, 1996.  Under this  new agreement,
          American Eco became a co-indemnity with the Company on a new bond
          line.

          Actions have been undertaken to improve revenue generation as the
          Company moved  into the  third  quarter of  operations, the  full
          impact  of which will not be realized until the fourth quarter of
          fiscal 1996 or early in fiscal 1997. A bona-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.   Kelar Controls has
          entered into a marketing agreement with CEW Lighting Company, the
          fourth  largest   supplier  of  HID  lighting   products.    This
          agreement,  finalized late  in the first quarter, provides  Kelar
          with an instant nationwide sales force backed by a well respected
          company.  Activities related to this agreement began early in the
          second quarter.

          GROSS PROFIT:

          During  the six months ended March 31, 1996, the Company produced
          an overall gross profit margin of 31.6% or $3,576,624 compared to
          33.6% and $5,377,148 for the same period in 1995.

          P. W. Stephens gross profit  for the six months ending March  31,
          1996 is at 35.7%.  This is down from the first quarter average of
          38.3%  again reflecting  the reduction  in business  taking place
          during the second  quarter as the new management restructured the
          Company.

    <PAGE>

          VonGuard's gross profit also slipped from first quarter levels of
          14.3% to a six months average  of 12.4%.  Negotiations with prior
          management   delayed   the   new  management's   opportunity   to
          aggressively begin the  restructure of the Company until  late in
          the quarter.

          Kelar Controls gross profit continued to improve due primarily to
          recognition within the quarter of shared energy savings with  the
          San Jose School District.  These savings are related to a project
          completed  in a  prior  year that  entitled  Kelar to  receive  a
          percentage of energy savings generated by the project.

          SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:

          Selling, general, and  administrative expenses decreased $127,704
          or 2.4%  from March 31, 1995.   Much of the decrease  in costs is
          attributable to the VonGuard companies as costs have been reduced
          $340,795 compared to six month fiscal 1995, primarily due to cost
          reductions implemented late in fiscal 1995.

          P.  W. Stephens second quarter costs ran $1,777,711 very near the
          same  level as first quarter figures of $1,729,000.  Planned cost
          reduction efforts were put into effect late in the second quarter
          by the new  management.   The benefits of  these cost  reductions
          should be seen in future periods.

          VonGuard  reduced  overhead  costs  from $449,000  in  the  first
          quarter to a level of $192,205  during the second quarter.   This
          reduction  in costs reflects the  efforts of changes  made by the
          new  management  in  restructuring these  companies,  eliminating
          waste, and combining multiple locations into one office.

          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  amounted to  $209,277 for  the
          first six  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  March 31, 1996,  the Company had 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 March 31,  1996
          American Eco had advanced  $324,000 to the Company pursuant  to a
          long-term note that bears interest at prime plus 2.50%.

          The  Company  also  received  $850,000  in  net  proceeds from  a
          February 1996 placement of its Common Stock.  The Company entered
          into  an agreement with American  Eco for the  sale of 10,000,000
          shares  of the  Company's Common Stock,  at a  price of  $.10 per
          share.  The closing is  subject to certain conditions,  including
          shareholder approval  of an increase in  the Company's authorized
          Common Stock (see Item 5 of part II of this report).



          <PAGE>

          PART II - OTHER INFORMATION

          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 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.  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. 

          Item 6.   Exhibits and Reports on Form 8-K
                    --------------------------------
                 
                b.   A report on Form 8-K was filed for an event of February
                2, 1996 to report  on Item 1 thereof the  interest that
                American Eco had  taken in  the Company and  in Item  5
                thereof the completion of a securities placement.



                                      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/ David L. Norris
                                           --------------------------
                                           David L. Norris
                                           President and Duly Authorized
                                           Officer



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