Registration  No.   33-

                                

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                          KINETIC CONCEPTS, INC.
       (Exact name of issuer as specified in its charter)
                                
             TEXAS                                 74-2048057
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)
                                
              8023 Vantage Drive, San Antonio, Texas  78230
 (Address of principal executive offices)             (Zip Code)
                                
                  Senior Executive Stock Option Plan
                     (Full title of the plan)
                                
                              With a copy to:
Raymond R. Hannigan                           Dennis E. Noll, Esq.
President and Chief Executive                 Senior Vice President and 
Officer                                       General Counsel
KINETIC CONCEPTS, INC.                        KINETIC CONCEPTS, INC.
8023 Vantage Drive                            8023 Vantage Drive
San Antonio, Texas  78230                     San Antonio, Texas 78230
(210) 524-9000                                (210) 524-9000
(Name, address and telephone number,
           including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE

Title of                        Proposed          Proposed
Securities     Amount           Maximum           Maximum       Amount of
to be          to be            Offering Price    Aggregate     Registration
Registered     Registered (1)   Per Share (2)     Offering      Fee
----------------------------------------------------------------------------
Common Stock,  1,400,000        $14.50            $20,300,000   $6,151.52
par value      shares 
$.001        
per share

(1)  These 1,400,000 shares of common stock are registered hereby
to be issued in connection with the Plan, plus such indeterminate
number of additional shares of common stock as may be issuable by
reason  of the operation of the anti-dilution provisions  of  the
options.

(2)    In  accordance  with  Rule 457(h),  the  Proposed  Maximum
Offering  Price  Per Share is $14.50, which is the  closing  sale
price  reported on the Nasdaq National Market on March 21,  1997,
which is the price used solely for the purpose of calculating the
registration fee.
                                
                             PART II

Item 3.  Incorporation of Documents by Reference.

      The  following  documents filed  with  the  Securities  and
Exchange Commission (the "Commission") by Kinetic Concepts, Inc.,
a   Texas  corporation  (the  "Company"  or  "Registrant"),   are
incorporated herein by reference:
     
     (a)  The Company's Annual Report on Form 10-K for the fiscal
     year  ended  December 31, 1996 filed with the Commission  on
     March 28, 1997.

     (b)   The  Company's Quarterly Report on Form 10-Q  for  the
     quarter  ended  March 31, 1996 filed with the Commission  on
     May 13, 1996.
     
     (c)   The  Company's Quarterly Report on Form 10-Q  for  the
     quarter  ended  June 30, 1996 filed with the  Commission  on
     August 13, 1996.
     
     (d)   The  Company's Quarterly Report on Form 10-Q  for  the
     quarter  ended September 30, 1996 filed with the  Commission
     on November 14, 1996.
     

      All  documents  filed by the Company pursuant  to  Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange  Act  of
1934,  as  amended (the "Exchange Act"), subsequent to  the  date
this  Registration  Statement is filed with  the  Commission  and
prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters
all  securities  then remaining unsold, shall  be  deemed  to  be
incorporated by reference in the Registration Statement and to be
a  part  hereof  from the date of filing of such documents.   Any
statement  contained in a document incorporated or deemed  to  be
incorporated herein by reference shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated by
reference  herein  modifies or supersedes such  prior  statement.
Any  statement  so modified or superseded shall  not  be  deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.

      (c)  See "Description of Capital Stock" and the sub-caption
"Common  Stock" on page 48 of the Company's Form S-3 Registration
Statement  No. 33-63957 filed with the Commission on January  24,
1996, and incorporated herein by reference.

Item 4.  Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock being registered hereby has
been  passed upon for the Company by Dennis E. Noll, Esq., Senior
Vice  President,  General Counsel and Secretary of  the  Company.
Mr.  Noll owns 11,500 shares of the common stock, par value $.001
per  share ("Common Stock"), of the Company and has been  granted
options to purchase 90,000 shares of Common Stock under the  Plan
and holds other options to acquire an additional 75,700 shares of
the Common Stock under the Company's other stock option plans.

Item 6. Indemnification of Directors and Officers.

      Article  2.02-1 of the Texas Business Corporation Act  (the
"Act")  empowers a Texas corporation to indemnify any person  who
was,  is,  or  is  threatened to be made, a  named  defendant  or
respondent to any threatened, pending or completed action,  suit,
or   proceeding,   whether   civil,   criminal,   administrative,
arbitrative, or investigative, any appeal in such action, suit or
proceeding, and any inquiry or investigation that could  lead  to
such an action, suit or proceeding, because the person is or  was
a director of such corporation, and any person who, while serving
as  a director of such corporation, was serving at the request of
such  corporation  as  a  director, officer,  partner,  venturer,
proprietor,  trustee, employee, agent or similar  functionary  of
another  corporation or enterprise.  This indemnity  may  include
judgments, penalties (including excise and similar taxes), fines,
settlements  and  reasonable expenses actually incurred  by  such
person  in  connection  with  such action,  suit  or  proceeding,
provided  that  he  acted  in good  faith  and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of  the corporation, and, with respect to any criminal action  or
proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.  Indemnification of a director is not permitted if  the
person is found liable for willful and intentional misconduct  in
the  performance of his duty to the corporation, is found  to  be
liable on the basis of the receipt of an improper benefit  or  is
found  liable  to the corporation.  A Texas corporation  is  also
permitted   to  indemnify  and  advance  expenses  to   officers,
employees and agents who are not directors to such extent as  may
be  provided by its articles of incorporation, bylaws, action  of
board  of  directors, a contract or required by common  law.   No
indemnification shall be permitted if the person shall have  been
found  liable  for  willful  or  intentional  misconduct  in  the
performance  of his duty to the corporation.  A Texas corporation
is required to indemnify a director or officer against reasonable
expenses incurred by him in connection with a proceeding in which
he  is named as a defendant or respondent because he is or was  a
director  or  officer if he has been wholly  successful,  on  the
merits or otherwise, in defense of the proceeding.

      Article  VIII  of  the Bylaws of the Company  provides  for
indemnification of the directors and officers of the  Company  to
the  fullest extent permitted by law, as now in effect  or  later
amended.   Article  VIII, Section I of the Bylaws  provides  that
expenses incurred by a director or officer in defending a suit or
other similar proceeding will be paid by the Company upon receipt
of  an undertaking by or on behalf of the director or officer  to
repay  such  amount  if  it is ultimately  determined  that  such
director  or  officer is not entitled to be  indemnified  by  the
Company.

      The  Company also has provided liability insurance for each
director  and officer for certain losses arising from  claims  or
charges  made  against them while acting in their  capacities  as
directors or officers of the Company.

      Additionally,  Article  Seven  of  the  Company's  Restated
Articles  of Incorporation limits the liability of the  Company's
directors under certain circumstances.  Article Seven states:

      A  Director  of  the  Corporation shall not  be  personally
      liable  to the Corporation or its shareholders for monetary
      damages  for an act or omission in the Director's  capacity
      as  a  director, except for liability for (a) a  breach  of
      the  Director's duty of loyalty to the Corporation  or  its
      shareholders, (b) an act or omission not in good  faith  or
      that   involves  intentional  misconduct   or   a   knowing
      violation  of  the law, (c) a transaction  from  which  the
      Director received an improper benefit, whether or  not  the
      benefit  resulted from an action taken within the scope  of
      the  Director's  office, (d) an act or omission  for  which
      the liability of the Director is expressly provided for  by
      statute,  or  (e)  an  act related  to  an  unlawful  stock
      repurchase or payment of a dividend.

      If  the  Act  hereafter  is amended  to  authorize  further
elimination of the liability of directors, then the liability  of
a  director of the Corporation, in addition to the limitation  on
the  personal liability provided herein, shall be limited to  the
fullest  extent permitted by the Act as amended.  Any  repeal  or
modification  of  this Article Seven by the shareholders  of  the
Corporation  shall be prospective only, and shall  not  adversely
affect any limitation on the personal liability of a Director  at
the time of such repeal or modification.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 Securities Act and  is,
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

      4.1   Restated Articles of Incorporation of the  Registrant
(filed  as Exhibit 3.2 to the Registrant's Registration Statement
on   Form  S-1  (Registration  No.  33-21353),  as  amended,  and
incorporated herein by reference)

      4.2   Restated By-laws of the Registrant (filed as  Exhibit
3.3  to  the  Registrant's Registration  Statement  on  Form  S-1
(Registration No. 33-21353), as amended, and incorporated  herein
by reference)

      5.1  Opinion of Dennis E. Noll, Esq. as to the legality  of
the  Common Stock being registered is attached hereto as  Exhibit
5.1.

      23.1  Consent  of KPMG Peat Marwick is attached  hereto  as
Exhibit 23.1.

      23.2 Consent of Dennis E. Noll, Esq. is included in Exhibit
5.1 filed herewith.

      24.1  Powers  of Attorney (included on pages  6-7  of  this
Registration Statement).

Item 9.   Undertakings.

     (a)  The Registrant undertakes the following:

          (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 (the "Securities Act");

               (ii)  To  reflect in the prospectus any  facts  or
events  arising  after  the effective date of  this  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  this  Registration
Statement;

               (iii)     to include any material information with
respect  to the plan of distribution not previously disclosed  in
this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)  will
not  apply if this Registration Statement is on Form S-3  or  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 Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this 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  Section  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 this 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 the 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 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.

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
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
San Antonio, Texas on February 28, 1997.

                              KINETIC CONCEPTS, INC.


                              By: // RAYMOND R. HANNIGAN//
                                  -----------------------------
                                     Raymond R. Hannigan
                                     President and Chief Executive
                                     Officer

                        POWER OF ATTORNEY

      KNOW  ALL  MEN BY THESE PRESENTS:  That each  person  whose
signature appears hereinbelow constitutes and appoints RAYMOND R.
HANNIGAN, BIANCA A. RHODES and DENNIS E. NOLL, and each of  them,
his  true and lawful attorneys-in-fact and agents with full power
of  substitution  and resubstitution, for him and  in  his  name,
place  and stead, in any and all capacities, to sign any and  all
amendments   (including  post-effective   amendments)   to   this
registration  statement, and to file the same with  all  exhibits
thereto,  and other documents in connection therewith,  with  the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do  and  perform  each  and  every act and  thing  requisite  and
necessary to be done, as fully to all intents and purposes as  he
might or could do in person, hereby ratifying and confirming  all
that  said attorneys-in-fact and agents or any of them, or  their
or  his substitute or substitutes may lawfully do or cause to  be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement  has  been  signed  below  by   the
following persons in the capacities and on the date indicated.


      Signature                       Name and Title           Date

//James R. Leininger, M.D.//    Chairman of the Board    February 28, 1997
----------------------------
James R. Leininger, M.D.


//Raymond R. Hannigan//         Director, President and  February 28, 1997
----------------------------    Chief Executive Officer
Raymond R. Hannigan             (Principal Executive
                                Officer)
                         
                         
//Bianca A. Rhodes//            Senior Vice President,    February 28, 1997 
----------------------------    Finance and Chief
Bianca  A. Rhodes               Financial Officer
                                Principal Financial Officer 
                                and Accounting Officer)     


//Peter  A. Leininger, M.D.//  Director                  February 28, 1997
-----------------------------
Peter A. Leininger, M.D.


//Sam  A.  Brooks//            Director                  February  28, 1997
-----------------------------
Sam A. Brooks


//Frank  A.  Ehmann//          Director                  February  28, 1997
-----------------------------
Frank A. Ehmann


//Bernhard T. Mittemeyer, M.D.//    Director             February 28, 1997
-------------------------------
Bernhard T. Mittemeyer, M.D.


//Wendy  L. Gramm, Ph.D.//          Director             February 28, 1997
------------------------------
Wendy Lee Gramm, PhD.
                     



                              EXHIBIT INDEX


Exhibit             No.                               Description
Page

4.1       Restated  Articles of Incorporation  of         *                   
          the Registrant (filed as Exhibit 3.2 to
          the Registrant's Registration Statement
          on   Form  S-1  (Registration  No.  33-
          21353),  as  amended, and  incorporated
          herein by reference)     
                                                   
4.2       Restated   By-laws  of  the  Registrant          *
          (filed   as   Exhibit   3.3   to    the
          Registrant's Registration Statement  on
          Form  S-1  (Registration No. 33-21353),
          as  amended, and incorporated herein by
          reference)
                                                   
5.1       Opinion of Dennis E. Noll, Esq.  as  to          9-10
          the  legality of the Common Stock being
          registered   is  attached   hereto   as
          Exhibit 5.1.
                                                   
23.1      Consent   of   KPMG  Peat  Marwick   is          11
          attached hereto as Exhibit 23.1.
                                                   
23.2      Consent  of  Dennis E.  Noll,  Esq.  is          9-10
          included in Exhibit 5.1 filed herewith.
                                                   
24.1      Powers of Attorney                               6-7
                                         

* Not applicable
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20999}]
{"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": "S-8", "act": "33", "file-number": "333-24195", "film-number": "97568162"}, "business-address": {"street1": "8023 VANTAGE DR", "city": "SAN ANTONIO", "state": "TX", "zip": "78230", "phone": "2103083993"}, "mail-address": {"street1": "P. 0. B0X 659508", "city": "SAN ANTONIO", "state": "TX", "zip": "78230"}}
Registration  No.   33-

                                

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                          KINETIC CONCEPTS, INC.
       (Exact name of issuer as specified in its charter)
                                
             TEXAS                                 74-2048057
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)
                                
              8023 Vantage Drive, San Antonio, Texas  78230
 (Address of principal executive offices)             (Zip Code)
                                
                  Senior Executive Stock Option Plan
                     (Full title of the plan)
                                
                              With a copy to:
Raymond R. Hannigan                           Dennis E. Noll, Esq.
President and Chief Executive                 Senior Vice President and 
Officer                                       General Counsel
KINETIC CONCEPTS, INC.                        KINETIC CONCEPTS, INC.
8023 Vantage Drive                            8023 Vantage Drive
San Antonio, Texas  78230                     San Antonio, Texas 78230
(210) 524-9000                                (210) 524-9000
(Name, address and telephone number,
           including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE

Title of                        Proposed          Proposed
Securities     Amount           Maximum           Maximum       Amount of
to be          to be            Offering Price    Aggregate     Registration
Registered     Registered (1)   Per Share (2)     Offering      Fee
----------------------------------------------------------------------------
Common Stock,  1,400,000        $14.50            $20,300,000   $6,151.52
par value      shares 
$.001        
per share

(1)  These 1,400,000 shares of common stock are registered hereby
to be issued in connection with the Plan, plus such indeterminate
number of additional shares of common stock as may be issuable by
reason  of the operation of the anti-dilution provisions  of  the
options.

(2)    In  accordance  with  Rule 457(h),  the  Proposed  Maximum
Offering  Price  Per Share is $14.50, which is the  closing  sale
price  reported on the Nasdaq National Market on March 21,  1997,
which is the price used solely for the purpose of calculating the
registration fee.
                                
                             PART II

Item 3.  Incorporation of Documents by Reference.

      The  following  documents filed  with  the  Securities  and
Exchange Commission (the "Commission") by Kinetic Concepts, Inc.,
a   Texas  corporation  (the  "Company"  or  "Registrant"),   are
incorporated herein by reference:
     
     (a)  The Company's Annual Report on Form 10-K for the fiscal
     year  ended  December 31, 1996 filed with the Commission  on
     March 28, 1997.

     (b)   The  Company's Quarterly Report on Form 10-Q  for  the
     quarter  ended  March 31, 1996 filed with the Commission  on
     May 13, 1996.
     
     (c)   The  Company's Quarterly Report on Form 10-Q  for  the
     quarter  ended  June 30, 1996 filed with the  Commission  on
     August 13, 1996.
     
     (d)   The  Company's Quarterly Report on Form 10-Q  for  the
     quarter  ended September 30, 1996 filed with the  Commission
     on November 14, 1996.
     

      All  documents  filed by the Company pursuant  to  Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange  Act  of
1934,  as  amended (the "Exchange Act"), subsequent to  the  date
this  Registration  Statement is filed with  the  Commission  and
prior to the filing of a post-effective amendment which indicates
that  all  securities offered have been sold or which deregisters
all  securities  then remaining unsold, shall  be  deemed  to  be
incorporated by reference in the Registration Statement and to be
a  part  hereof  from the date of filing of such documents.   Any
statement  contained in a document incorporated or deemed  to  be
incorporated herein by reference shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated by
reference  herein  modifies or supersedes such  prior  statement.
Any  statement  so modified or superseded shall  not  be  deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.

      (c)  See "Description of Capital Stock" and the sub-caption
"Common  Stock" on page 48 of the Company's Form S-3 Registration
Statement  No. 33-63957 filed with the Commission on January  24,
1996, and incorporated herein by reference.

Item 4.  Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock being registered hereby has
been  passed upon for the Company by Dennis E. Noll, Esq., Senior
Vice  President,  General Counsel and Secretary of  the  Company.
Mr.  Noll owns 11,500 shares of the common stock, par value $.001
per  share ("Common Stock"), of the Company and has been  granted
options to purchase 90,000 shares of Common Stock under the  Plan
and holds other options to acquire an additional 75,700 shares of
the Common Stock under the Company's other stock option plans.

Item 6. Indemnification of Directors and Officers.

      Article  2.02-1 of the Texas Business Corporation Act  (the
"Act")  empowers a Texas corporation to indemnify any person  who
was,  is,  or  is  threatened to be made, a  named  defendant  or
respondent to any threatened, pending or completed action,  suit,
or   proceeding,   whether   civil,   criminal,   administrative,
arbitrative, or investigative, any appeal in such action, suit or
proceeding, and any inquiry or investigation that could  lead  to
such an action, suit or proceeding, because the person is or  was
a director of such corporation, and any person who, while serving
as  a director of such corporation, was serving at the request of
such  corporation  as  a  director, officer,  partner,  venturer,
proprietor,  trustee, employee, agent or similar  functionary  of
another  corporation or enterprise.  This indemnity  may  include
judgments, penalties (including excise and similar taxes), fines,
settlements  and  reasonable expenses actually incurred  by  such
person  in  connection  with  such action,  suit  or  proceeding,
provided  that  he  acted  in good  faith  and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of  the corporation, and, with respect to any criminal action  or
proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.  Indemnification of a director is not permitted if  the
person is found liable for willful and intentional misconduct  in
the  performance of his duty to the corporation, is found  to  be
liable on the basis of the receipt of an improper benefit  or  is
found  liable  to the corporation.  A Texas corporation  is  also
permitted   to  indemnify  and  advance  expenses  to   officers,
employees and agents who are not directors to such extent as  may
be  provided by its articles of incorporation, bylaws, action  of
board  of  directors, a contract or required by common  law.   No
indemnification shall be permitted if the person shall have  been
found  liable  for  willful  or  intentional  misconduct  in  the
performance  of his duty to the corporation.  A Texas corporation
is required to indemnify a director or officer against reasonable
expenses incurred by him in connection with a proceeding in which
he  is named as a defendant or respondent because he is or was  a
director  or  officer if he has been wholly  successful,  on  the
merits or otherwise, in defense of the proceeding.

      Article  VIII  of  the Bylaws of the Company  provides  for
indemnification of the directors and officers of the  Company  to
the  fullest extent permitted by law, as now in effect  or  later
amended.   Article  VIII, Section I of the Bylaws  provides  that
expenses incurred by a director or officer in defending a suit or
other similar proceeding will be paid by the Company upon receipt
of  an undertaking by or on behalf of the director or officer  to
repay  such  amount  if  it is ultimately  determined  that  such
director  or  officer is not entitled to be  indemnified  by  the
Company.

      The  Company also has provided liability insurance for each
director  and officer for certain losses arising from  claims  or
charges  made  against them while acting in their  capacities  as
directors or officers of the Company.

      Additionally,  Article  Seven  of  the  Company's  Restated
Articles  of Incorporation limits the liability of the  Company's
directors under certain circumstances.  Article Seven states:

      A  Director  of  the  Corporation shall not  be  personally
      liable  to the Corporation or its shareholders for monetary
      damages  for an act or omission in the Director's  capacity
      as  a  director, except for liability for (a) a  breach  of
      the  Director's duty of loyalty to the Corporation  or  its
      shareholders, (b) an act or omission not in good  faith  or
      that   involves  intentional  misconduct   or   a   knowing
      violation  of  the law, (c) a transaction  from  which  the
      Director received an improper benefit, whether or  not  the
      benefit  resulted from an action taken within the scope  of
      the  Director's  office, (d) an act or omission  for  which
      the liability of the Director is expressly provided for  by
      statute,  or  (e)  an  act related  to  an  unlawful  stock
      repurchase or payment of a dividend.

      If  the  Act  hereafter  is amended  to  authorize  further
elimination of the liability of directors, then the liability  of
a  director of the Corporation, in addition to the limitation  on
the  personal liability provided herein, shall be limited to  the
fullest  extent permitted by the Act as amended.  Any  repeal  or
modification  of  this Article Seven by the shareholders  of  the
Corporation  shall be prospective only, and shall  not  adversely
affect any limitation on the personal liability of a Director  at
the time of such repeal or modification.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 Securities Act and  is,
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

      4.1   Restated Articles of Incorporation of the  Registrant
(filed  as Exhibit 3.2 to the Registrant's Registration Statement
on   Form  S-1  (Registration  No.  33-21353),  as  amended,  and
incorporated herein by reference)

      4.2   Restated By-laws of the Registrant (filed as  Exhibit
3.3  to  the  Registrant's Registration  Statement  on  Form  S-1
(Registration No. 33-21353), as amended, and incorporated  herein
by reference)

      5.1  Opinion of Dennis E. Noll, Esq. as to the legality  of
the  Common Stock being registered is attached hereto as  Exhibit
5.1.

      23.1  Consent  of KPMG Peat Marwick is attached  hereto  as
Exhibit 23.1.

      23.2 Consent of Dennis E. Noll, Esq. is included in Exhibit
5.1 filed herewith.

      24.1  Powers  of Attorney (included on pages  6-7  of  this
Registration Statement).

Item 9.   Undertakings.

     (a)  The Registrant undertakes the following:

          (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 (the "Securities Act");

               (ii)  To  reflect in the prospectus any  facts  or
events  arising  after  the effective date of  this  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  this  Registration
Statement;

               (iii)     to include any material information with
respect  to the plan of distribution not previously disclosed  in
this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)  will
not  apply if this Registration Statement is on Form S-3  or  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 Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this 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  Section  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 this 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 the 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 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.

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
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
San Antonio, Texas on February 28, 1997.

                              KINETIC CONCEPTS, INC.

                              By: // RAYMOND R. HANNIGAN//
                                  -----------------------------
                                     Raymond R. Hannigan
                                     President and Chief Executive
                                     Officer

                        POWER OF ATTORNEY

      KNOW  ALL  MEN BY THESE PRESENTS:  That each  person  whose
signature appears hereinbelow constitutes and appoints RAYMOND R.
HANNIGAN, BIANCA A. RHODES and DENNIS E. NOLL, and each of  them,
his  true and lawful attorneys-in-fact and agents with full power
of  substitution  and resubstitution, for him and  in  his  name,
place  and stead, in any and all capacities, to sign any and  all
amendments   (including  post-effective   amendments)   to   this
registration  statement, and to file the same with  all  exhibits
thereto,  and other documents in connection therewith,  with  the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do  and  perform  each  and  every act and  thing  requisite  and
necessary to be done, as fully to all intents and purposes as  he
might or could do in person, hereby ratifying and confirming  all
that  said attorneys-in-fact and agents or any of them, or  their
or  his substitute or substitutes may lawfully do or cause to  be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement  has  been  signed  below  by   the
following persons in the capacities and on the date indicated.

      Signature                       Name and Title           Date

//James R. Leininger, M.D.//    Chairman of the Board    February 28, 1997
----------------------------
James R. Leininger, M.D.

//Raymond R. Hannigan//         Director, President and  February 28, 1997
----------------------------    Chief Executive Officer
Raymond R. Hannigan             (Principal Executive
                                Officer)
                         
                         
//Bianca A. Rhodes//            Senior Vice President,    February 28, 1997 
----------------------------    Finance and Chief
Bianca  A. Rhodes               Financial Officer
                                Principal Financial Officer 
                                and Accounting Officer)     

//Peter  A. Leininger, M.D.//  Director                  February 28, 1997
-----------------------------
Peter A. Leininger, M.D.

//Sam  A.  Brooks//            Director                  February  28, 1997
-----------------------------
Sam A. Brooks

//Frank  A.  Ehmann//          Director                  February  28, 1997
-----------------------------
Frank A. Ehmann

//Bernhard T. Mittemeyer, M.D.//    Director             February 28, 1997
-------------------------------
Bernhard T. Mittemeyer, M.D.

//Wendy  L. Gramm, Ph.D.//          Director             February 28, 1997
------------------------------
Wendy Lee Gramm, PhD.
                     

                              EXHIBIT INDEX

Exhibit             No.                               Description
Page

4.1       Restated  Articles of Incorporation  of         *                   
          the Registrant (filed as Exhibit 3.2 to
          the Registrant's Registration Statement
          on   Form  S-1  (Registration  No.  33-
          21353),  as  amended, and  incorporated
          herein by reference)     
                                                   
4.2       Restated   By-laws  of  the  Registrant          *
          (filed   as   Exhibit   3.3   to    the
          Registrant's Registration Statement  on
          Form  S-1  (Registration No. 33-21353),
          as  amended, and incorporated herein by
          reference)
                                                   
5.1       Opinion of Dennis E. Noll, Esq.  as  to          9-10
          the  legality of the Common Stock being
          registered   is  attached   hereto   as
          Exhibit 5.1.
                                                   
23.1      Consent   of   KPMG  Peat  Marwick   is          11
          attached hereto as Exhibit 23.1.
                                                   
23.2      Consent  of  Dennis E.  Noll,  Esq.  is          9-10
          included in Exhibit 5.1 filed herewith.
                                                   
24.1      Powers of Attorney                               6-7
                                         

* Not applicable