UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


      Date of report (Date of earliest event reported): December 21, 2004


                            Kinetic Concepts, Inc.
            (Exact name of registrant as specified in its charter)


        Texas                        0001-09913                  74-1891727
--------------------------  ------------------------------  ------------------
  (State or other                  (Commission              (IRS Employer
   jurisdiction                    File Number)             Identification No.)
  of incorporation)


              8023 Vantage Drive
              San Antonio, Texas                                 78230
---------------------------------------------------         -------------------
      (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:  (210) 524-9000


-------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

Item 1.01  Entry into a Material Definitive Agreement.

         On December 21, 2004, Kinetic Concepts, Inc. ("KCI" or the "Company")
entered into Amendment No. 3 to the Credit Agreement and Amendment No. 1 to
the Guarantee and Collateral Agreement (the "Amendment") with Morgan Stanley
Senior Funding, Inc. as administrative agent for the lenders and JPMorgan
Securities Inc. as sole lead arranger and sole book manager for the Amendment.
The Amendment amends our existing Credit Agreement dated August 11, 2003 (as
previously amended, the "Credit Agreement"). The Amendment includes the
following changes (among other changes):

o    There is a new B2 term loan facility in the original principal amount of
     $352.6 million, the proceeds of which were used to pay off all amounts
     owed under the previously-existing B1 term loan facility. The applicable
     margin with respect to the new B2 term loan facility is (a) at any time
     that the leverage ratio (as defined in the Credit Agreement) is greater
     than 2.25 to 1.00, 1.00% in the case of base rate loans and 2.00% in the
     case of Eurodollar loans, (b) at any time that the leverage ratio is less
     than or equal to 2.25 to 1.00, 0.75% in the case of base rate loans and
     1.75% in the case of Eurodollar loans and (c) at any time that the
     leverage ratio is less than or equal to 1.75 to 1.00 and the loans are
     rated at least (i) Ba1 by Moody's and BB by Standard and Poor's or (ii)
     Ba2 by Moody's and BB+ by Standard and Poor's, 0.50% in the case of base
     rate loans and 1.50% in the case of Eurodollar loans.

o    The limit on how much we are allowed to spend acquiring other businesses
     was increased to $100 million per fiscal year, with unused portions of
     that allowance being carried forward for up to three fiscal years.

o    The requirement that specified stockholders collectively hold at least
     20% of our voting stock was removed.

o    The limitation on any person or group acting together owning more of our
     voting stock than specified existing stockholders was replaced with a
     provision limiting to 50% the amount of our voting stock that may be
     owned by any person or group acting together (other than specified
     existing stockholders).

         The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amendment which is filed
herewith as Exhibit 10.1 and incorporated herein by reference.


Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

         (a) See the information contained in Item 1.01 of this Current Report
on Form 8-K.

<PAGE>


Item 9.01  Financial Statements and Exhibits

(c)  Exhibits

10.1 Amendment No. 3 to the Credit Agreement and Amendment No. 1 to the
     Guarantee and Collateral Agreement dated December 21, 2004.


<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              KINETIC CONCEPTS, INC.
                                              (REGISTRANT)


Date: December 22, 2004                       By: /s/ Martin J. Landon
                                                  ----------------------------
                                              Name:   Martin J. Landon
                                              Title:  Vice President and Chief
                                                      Financial Officer

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.         Description

10.1     Amendment No. 3 to the Credit Agreement and Amendment No. 1 to the
         Guarantee and Collateral Agreement dated December 21, 2004.
[{"type": "8-K", "sequence": "1", "filename": "pal163069.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5837}]
{"company-data": {"conformed-name": "KINETIC CONCEPTS INC /TX/", "cik": "0000831967", "assigned-sic": "2590", "irs-number": "741891727", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09913", "film-number": "041221951"}, "business-address": {"street1": "8023 VANTAGE DR", "city": "SAN ANTONIO", "state": "TX", "zip": "78230", "phone": "210.524.9000"}, "mail-address": {"street1": "P0 B0X 659508", "city": "SAN ANTONIO", "state": "TX", "zip": "78265-9508"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

      Date of report (Date of earliest event reported): December 21, 2004

                            Kinetic Concepts, Inc.
            (Exact name of registrant as specified in its charter)

        Texas                        0001-09913                  74-1891727
--------------------------  ------------------------------  ------------------
  (State or other                  (Commission              (IRS Employer
   jurisdiction                    File Number)             Identification No.)
  of incorporation)

              8023 Vantage Drive
              San Antonio, Texas                                 78230
---------------------------------------------------         -------------------
      (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (210) 524-9000

-------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into a Material Definitive Agreement.

         On December 21, 2004, Kinetic Concepts, Inc. ("KCI" or the "Company")
entered into Amendment No. 3 to the Credit Agreement and Amendment No. 1 to
the Guarantee and Collateral Agreement (the "Amendment") with Morgan Stanley
Senior Funding, Inc. as administrative agent for the lenders and JPMorgan
Securities Inc. as sole lead arranger and sole book manager for the Amendment.
The Amendment amends our existing Credit Agreement dated August 11, 2003 (as
previously amended, the "Credit Agreement"). The Amendment includes the
following changes (among other changes):

o    There is a new B2 term loan facility in the original principal amount of
     $352.6 million, the proceeds of which were used to pay off all amounts
     owed under the previously-existing B1 term loan facility. The applicable
     margin with respect to the new B2 term loan facility is (a) at any time
     that the leverage ratio (as defined in the Credit Agreement) is greater
     than 2.25 to 1.00, 1.00% in the case of base rate loans and 2.00% in the
     case of Eurodollar loans, (b) at any time that the leverage ratio is less
     than or equal to 2.25 to 1.00, 0.75% in the case of base rate loans and
     1.75% in the case of Eurodollar loans and (c) at any time that the
     leverage ratio is less than or equal to 1.75 to 1.00 and the loans are
     rated at least (i) Ba1 by Moody's and BB by Standard and Poor's or (ii)
     Ba2 by Moody's and BB+ by Standard and Poor's, 0.50% in the case of base
     rate loans and 1.50% in the case of Eurodollar loans.

o    The limit on how much we are allowed to spend acquiring other businesses
     was increased to $100 million per fiscal year, with unused portions of
     that allowance being carried forward for up to three fiscal years.

o    The requirement that specified stockholders collectively hold at least
     20% of our voting stock was removed.

o    The limitation on any person or group acting together owning more of our
     voting stock than specified existing stockholders was replaced with a
     provision limiting to 50% the amount of our voting stock that may be
     owned by any person or group acting together (other than specified
     existing stockholders).

         The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amendment which is filed
herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

         (a) See the information contained in Item 1.01 of this Current Report
on Form 8-K.
Item 9.01  Financial Statements and Exhibits

(c)  Exhibits

10.1 Amendment No. 3 to the Credit Agreement and Amendment No. 1 to the
     Guarantee and Collateral Agreement dated December 21, 2004.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              KINETIC CONCEPTS, INC.
                                              (REGISTRANT)

Date: December 22, 2004                       By: /s/ Martin J. Landon
                                                  ----------------------------
                                              Name:   Martin J. Landon
                                              Title:  Vice President and Chief
                                                      Financial Officer
EXHIBIT INDEX

Exhibit No.         Description

10.1     Amendment No. 3 to the Credit Agreement and Amendment No. 1 to the
         Guarantee and Collateral Agreement dated December 21, 2004.