<PAGE> 1

     As filed with the Securities and Exchange Commission on August 4, 1995.
                                                  Registration No. 33-
                                                                       --------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                             =======================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             =======================

                      EVEREST & JENNINGS INTERNATIONAL LTD.
               (Exact name of issuer as specified in its charter)


            Delaware                                 95-2536185
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)

         1100 Corporate Square Drive
            St. Louis, Missouri                            63132
   (Address of principal executive offices)             (Zip Code)


                      EVEREST & JENNINGS INTERNATIONAL LTD.
                             1994 STOCK OPTION PLAN
                      ------------------------------------
                            (Full title of the Plan)

                                  Bevil J. Hogg
                      President and Chief Executive Officer
                      Everest & Jennings International Ltd.
                           1100 Corporate Square Drive
                            St. Louis, Missouri 63132
                     (Name and Address of Agent for Service)

                                 (314) 995-7000
          (Telephone number, including area code, of Agent for Service)
                  --------------------------------------------

<TABLE>
                                    CALCULATION OF REGISTRATION FEE
====================================================================================================

<CAPTION>
                                                  Proposed         Proposed
Title of                                          Maximum          Maximum
Securities                        Amount          Offering         Aggregate        Amount of
to be                             to be           Price Per        Offering         Registration
Registered                        Registered      Share <F1>       Price <F1>       Fee <F1>
- ----------                        ----------      ----------       ----------       ------------
<C>                               <C>             <C>              <C>              <C>

Common Stock, $.01 par value      4,400,000<F2>   $.53             $2,332,000       $805
====================================================================================================

<PAGE> 2

- ---------------
<FN>

<F1>     Estimated solely for the purpose of calculating the registration fee and based upon the average of the high
         and low market prices of the Common Stock on the American Stock Exchange on August 2, 1995 pursuant to
         Rule 457(h).

<F2>     This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to
         antidilution provisions.

</TABLE>















































<PAGE> 3
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference as of their
respective dates of filing:

         (a)     Annual Report on Form 10-K of Everest & Jennings International
         Ltd. (the "Company") for the year ended December 31, 1994, filed
         pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act");

         (b)     The Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1995 filed pursuant to Section 13(a) of the
         Exchange Act;

         (c)     The Company's Current Report on Form 8-K dated April 4, 1995
         filed pursuant to Section 13(a) of the Exchange Act; and

         (d)     The description of the Company's Common Stock which contained
         in the Registration Statement on Form 8-A (File No. 0-3585) filed on
         November 5, 1993 (which in turn cross references to the Company's
         Proxy Statement dated February 13, 1992), pursuant to Section 12 of
         the Exchange Act, including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all Common Stock offered hereunder has
been sold or which deregisters all Common Stock then remaining unsold hereunder
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities.

         The securities to be offered are registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Company's Certificate of Incorporation limits the personal
liability of a director for monetary damages for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) for any transaction from which a director derived an improper personal
benefit.


<PAGE> 4

         Article V of the Company's By-Laws provides that the Company will
indemnify any persons, including officers and directors, who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer or director of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise.  The indemnity includes
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that such conduct was unlawful. 
The Company also is required to indemnify officers or directors of such
corporation, or persons serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including reasonable attorneys' fees) actually and reasonably
incurred in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation.  Where an officer, director, employee or agent of a corporation is
successful on the merits or otherwise in the defense of any action referred to
above, the Company must indemnify such person against the expenses which such
officer, director, employee or agent of a corporation actually and reasonably
incurred.

                 The directors and officers of the Company are insured under a
policy of directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

                 (a)  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

                 (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

                 (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;
<PAGE> 5

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

                 (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                 (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
















<PAGE> 6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Ashland, St. Louis,
State of Missouri, on the 25th day of July, 1995.

                                  EVEREST & JENNINGS INTERNATIONAL LTD.


                                  By: /S/ BEVIL J. HOGG
                                     -------------------------------
                                          Bevil J. Hogg
                                          President and Chief
                                          Executive Officer


         Each person whose signature appears below hereby appoints Bevil J.
Hogg and Timothy W. Evans, and each of them severally, as the undersigned's
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to execute in the undersigned's name, place and stead, any
amendments to the foregoing Registration Statement and to file the same with
the Securities and Exchange Commission.  Each of such attorneys shall have full
power and authority to do and perform, in the name and on behalf of each of the
undersigned, every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person. 
The undersigned each hereby ratifies and approves the acts of such attorneys
and each of them.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


Name                              Title                            Date
- ----                              -----                            ----

/S/BEVIL J. HOGG         President; Chief Executive          July 25, 1995
- ---------------------    Officer and Director (principal
Bevil J. Hogg            executive officer)


/S/ TIMOTHY W. EVANS     Vice President, Secretary           July 25, 1995
- ---------------------    and Chief Financial
Timothy W. Evans         Officer (principal financial
                         and accounting officer)



/S/ SANDRA L. BAYLIS     Director                            July 25, 1995
- --------------------
Sandra L. Baylis




<PAGE> 7

/S/RODNEY F. PRICE       Director                            July 25, 1995
- --------------------
Rodney F. Price


/S/ ROBERT C. SHERBURNE  Director                            July 25, 1995
- -----------------------
Robert C. Sherburne


/S/ CHARLES D. YIE       Director                            July 25, 1995
- --------------------
Charles D. Yie













































<PAGE> 8

                                  EXHIBIT INDEX



Exhibit
Number           Description
- -------          -----------

4a.              Certificate of Incorporation of the Company,            
                 including all amendments thereto (incorporated by reference to
                 Exhibit 3(a) to the Company's Annual Report on Form 10-K filed
                 on March 27, 1992 and Exhibit 3(c) to the Company's Annual    
                 Report on Form 10-K dated March 30, 1994)

4b.              Bylaws of the Company (incorporated by reference to Exhibit
                 3(b) to the Company's Annual Report on Form 10-K filed on
                 March 27, 1992)

5.               Legal Opinion of Counsel

23a.             Consent of Price Waterhouse LLP
  b.             Consent of Counsel - Contained in Exhibit 5

24.              Power of Attorney (included on Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 EVEREST & JENNINGS INTERNATIONAL, INC.", "secsgml_size_bytes": 16055}]
{"company-data": {"conformed-name": "EVEREST & JENNINGS INTERNATIONAL LTD", "cik": "0000033837", "assigned-sic": "3842", "irs-number": "952536185", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61585", "film-number": "95559149"}, "business-address": {"street1": "1100 CORPORATE SQ DR", "city": "ST LOUIS", "state": "MO", "zip": "63132", "phone": "3149957000"}, "mail-address": {"street1": "EVEREST & JENNINGS INTERNATIONAL LTD", "street2": "1100 CORPORATE SQUARE DRIVE", "city": "ST LOUIS", "state": "MO", "zip": "63132"}}
1

     As filed with the Securities and Exchange Commission on August 4, 1995.
                                                  Registration No. 33-
                                                                       --------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                             =======================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             =======================

                      EVEREST & JENNINGS INTERNATIONAL LTD.
               (Exact name of issuer as specified in its charter)

            Delaware                                 95-2536185
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)

         1100 Corporate Square Drive
            St. Louis, Missouri                            63132
   (Address of principal executive offices)             (Zip Code)

                      EVEREST & JENNINGS INTERNATIONAL LTD.
                             1994 STOCK OPTION PLAN
                      ------------------------------------
                            (Full title of the Plan)

                                  Bevil J. Hogg
                      President and Chief Executive Officer
                      Everest & Jennings International Ltd.
                           1100 Corporate Square Drive
                            St. Louis, Missouri 63132
                     (Name and Address of Agent for Service)

                                 (314) 995-7000
          (Telephone number, including area code, of Agent for Service)
                  --------------------------------------------

                                    CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed         Proposed
Title of                                          Maximum          Maximum
Securities                        Amount          Offering         Aggregate        Amount of
to be                             to be           Price Per        Offering         Registration
Registered                        Registered      Share
Price
Fee
- ----------                        ----------      ----------       ----------       ------------
Common Stock, $.01 par value      4,400,000
$.53             $2,332,000       $805
====================================================================================================
2

- ---------------
Estimated solely for the purpose of calculating the registration fee and based upon the average of the high
         and low market prices of the Common Stock on the American Stock Exchange on August 2, 1995 pursuant to
         Rule 457(h).
This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to
         antidilution provisions.
3
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference as of their
respective dates of filing:

         (a)     Annual Report on Form 10-K of Everest & Jennings International
         Ltd. (the "Company") for the year ended December 31, 1994, filed
         pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act");

         (b)     The Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1995 filed pursuant to Section 13(a) of the
         Exchange Act;

         (c)     The Company's Current Report on Form 8-K dated April 4, 1995
         filed pursuant to Section 13(a) of the Exchange Act; and

         (d)     The description of the Company's Common Stock which contained
         in the Registration Statement on Form 8-A (File No. 0-3585) filed on
         November 5, 1993 (which in turn cross references to the Company's
         Proxy Statement dated February 13, 1992), pursuant to Section 12 of
         the Exchange Act, including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all Common Stock offered hereunder has
been sold or which deregisters all Common Stock then remaining unsold hereunder
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities.

         The securities to be offered are registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Company's Certificate of Incorporation limits the personal
liability of a director for monetary damages for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) for any transaction from which a director derived an improper personal
benefit.
4

         Article V of the Company's By-Laws provides that the Company will
indemnify any persons, including officers and directors, who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer or director of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise.  The indemnity includes
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that such conduct was unlawful. 
The Company also is required to indemnify officers or directors of such
corporation, or persons serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including reasonable attorneys' fees) actually and reasonably
incurred in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation.  Where an officer, director, employee or agent of a corporation is
successful on the merits or otherwise in the defense of any action referred to
above, the Company must indemnify such person against the expenses which such
officer, director, employee or agent of a corporation actually and reasonably
incurred.

                 The directors and officers of the Company are insured under a
policy of directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

                 (a)  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

                 (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

                 (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;
5

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

                 (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                 (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Ashland, St. Louis,
State of Missouri, on the 25th day of July, 1995.

                                  EVEREST & JENNINGS INTERNATIONAL LTD.

                                  By: /S/ BEVIL J. HOGG
                                     -------------------------------
                                          Bevil J. Hogg
                                          President and Chief
                                          Executive Officer

         Each person whose signature appears below hereby appoints Bevil J.
Hogg and Timothy W. Evans, and each of them severally, as the undersigned's
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to execute in the undersigned's name, place and stead, any
amendments to the foregoing Registration Statement and to file the same with
the Securities and Exchange Commission.  Each of such attorneys shall have full
power and authority to do and perform, in the name and on behalf of each of the
undersigned, every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person. 
The undersigned each hereby ratifies and approves the acts of such attorneys
and each of them.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Name                              Title                            Date
- ----                              -----                            ----

/S/BEVIL J. HOGG         President; Chief Executive          July 25, 1995
- ---------------------    Officer and Director (principal
Bevil J. Hogg            executive officer)

/S/ TIMOTHY W. EVANS     Vice President, Secretary           July 25, 1995
- ---------------------    and Chief Financial
Timothy W. Evans         Officer (principal financial
                         and accounting officer)

/S/ SANDRA L. BAYLIS     Director                            July 25, 1995
- --------------------
Sandra L. Baylis
7

/S/RODNEY F. PRICE       Director                            July 25, 1995
- --------------------
Rodney F. Price

/S/ ROBERT C. SHERBURNE  Director                            July 25, 1995
- -----------------------
Robert C. Sherburne

/S/ CHARLES D. YIE       Director                            July 25, 1995
- --------------------
Charles D. Yie
8

                                  EXHIBIT INDEX

Exhibit
Number           Description
- -------          -----------

4a.              Certificate of Incorporation of the Company,            
                 including all amendments thereto (incorporated by reference to
                 Exhibit 3(a) to the Company's Annual Report on Form 10-K filed
                 on March 27, 1992 and Exhibit 3(c) to the Company's Annual    
                 Report on Form 10-K dated March 30, 1994)

4b.              Bylaws of the Company (incorporated by reference to Exhibit
                 3(b) to the Company's Annual Report on Form 10-K filed on
                 March 27, 1992)

5.               Legal Opinion of Counsel

23a.             Consent of Price Waterhouse LLP
  b.             Consent of Counsel - Contained in Exhibit 5

24.              Power of Attorney (included on Signature Page)