SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                     Under the Securities Act of 1933
                                     
                      Commission File Number: 0-3585
                                     
                   EVEREST & JENNINGS INTERNATIONAL LTD.
          (Exact name of registrant 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)
                                     
                    MEDICAL COMPOSITE TECHNOLOGY, INC.
                          1989 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
      Title of                                    Maximum
     Securities          Amount      Offering    Aggregate     Amount of
       to be             to be        Price       Offering    Registration
     Registered      Registered(1) per Share(2)   Price(2)        Fee
     ----------      ------------- ------------  ---------    ------------

Options to Purchase
    Common Stock        408,054        N/A          N/A           N/A

   Common Stock,
   $.01 par value       408,054       $0.20      $81,610.80     $100.00

(1)  This Registration Statement shall also cover any additional shares  of
     Common  Stock  which  become  issuable  under  the  Medical  Composite
     Technology,  Inc.  1989  Stock Option Plan  by  reason  of  any  stock
     dividend,   stock  split,  recapitalization  or  any   other   similar
     transaction  effected  without  the  receipt  of  consideration  which
     results  in  an increase in the number of the Registrant's outstanding
     shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule  457(c)  of
     the  Securities Act of 1933, as amended, on the basis of the  weighted
     average exercise price of the outstanding options.

                                  1 of 30
<PAGE>
                                  PART I
                                     
             Information Required in Section 10(a) Prospectus
                                     
                                     
Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

          *   Information  required by Part I to be contained  in  the
          Section  10(a)  prospectus is omitted from the  Registration
          Statement  in accordance with Rule 428 under the  Securities
          Act  of  1933, as amended (the "1933 Act") and the  Note  to
          Part I of Form S-8.





                                  PART II
                                     
            Information Required in the Registration Statement


Item 3.  Incorporation of Certain Documents by Reference

     The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities  and
Exchange Commission:

     (1)  Registrant's Annual Report on Form 10-K (File No. 0-3585) for the
     fiscal  year  ended  December 31, 1993, which  contains,  among  other
     things,  the  financial  statements  of  the  Registrant  and  certain
     supplementary  data  for  the fiscal year  ended  December  31,  1993,
     together  with the report thereon of Price Waterhouse LLP, independent
     accountants.

     (2)   Registrant's  Quarterly Reports on Form 10-Q  for  the  quarters
     ended March 31, 1994, June 30, 1994 and September 30, 1994.

     (3)   The  description  of  Registrant's  Common  Stock  contained  in
     Registrant's Registration Statement on Form 8-A (File No.  0-3585)
     filed  on  November  5,  1993,  which  in  turn  cross  references  to
     Registrant's Proxy Statement dated February 13, 1992.

      All  reports  and  definitive proxy or information  statements  filed
pursuant  to  Section  13(a),  13(c), 14 or 15(d)  of  the  Securities  and
Exchange  Act  of 1934 (the "1934 Act") after the date of this Registration
Statement  and  prior  to  the filing of a post-effective  amendment  which
indicates  that  all  securities offered hereby have  been  sold  or  which
deregisters  all  securities then remaining unsold shall be  deemed  to  be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

      The  Registrant's Certificate of Incorporation and Bylaws permit  the
Registrant  to  indemnify officers and directors of the Registrant  to  the
full  extent  permitted  under  the Delaware General  Corporation  Law  and
applicable law.  Section 145 of the Delaware General Corporation Law  makes
provisions  for  the  indemnification  of  officers,  directors  and  other
corporate  agents  in terms sufficiently broad to indemnify  such  persons,
under  certain  circumstances, for liabilities (including reimbursement  of
expenses incurred) arising under the 1933 Act.


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits

Exhibit Number   Exhibit
- --------------   -------

       5         Opinion of Brobeck, Phleger & Harrison
      23.1       Consent of Independent Accountants, Price Waterhouse LLP
                   23.2 Consent of Brobeck, Phleger & Harrison is contained
                 in Exhibit 5
                   24    Power of Attorney (Reference is made to page 5  of
                 this Registration Statement)
                  99.1 Medical Composite Technology, Inc. 1989 Stock Option
                 Plan
                   99.2  Form of Incentive Stock Option Agreement  used  in
                 connection  with  the Medical Composite  Technology,  Inc.
                 1989 Stock Option Plan


Item 9.  Undertakings.

           A.   The undersigned Registrant 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 1933 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, and (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  clauses  (1)(i)
     and  (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 1934 Act that are incorporated by reference  into  this
     Registration  Statement; (2) that for the purpose of  determining  any
     liability under the 1933 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; and
     (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  Medical Composite Technology,  Inc.  1989  Stock
     Option Plan.

           B.   The  undersigned  Registrant hereby  undertakes  that,  for
     purposes of determining any liability under the 1933 Act, each  filing
     of the Registrant's annual report pursuant to Section 13(a) or Section
     15(d)  of  the  1934 Act that is incorporated by reference  into  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 under the 1933 Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the indemnity provisions identified in Item  6,
     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  1933  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 1933 Act and will  be
     governed by the final adjudication of such issue.



<PAGE>
                                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 St. Louis,  State
of Missouri, on this 6th day of December, 1994.

                                   EVEREST & JENNINGS INTERNATIONAL LTD.

                                   BY:  (BEVIL J. HOGG)
                                        President & Chief Executive Officer




                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

      That  the  undersigned officers and directors of Everest  &  Jennings
International  Ltd.,  a  Delaware corporation,  do  hereby  constitute  and
appoint  Bevil J. Hogg and Timothy W. Evans, and each of them,  the  lawful
attorneys and agents, with full power and authority to do any and all  acts
and  things and to execute any and all instruments which said attorneys and
agents,  and  any one of them, determine may be necessary or  advisable  or
required  to enable said corporation to comply with the Securities  Act  of
1933,  as  amended,  and any rules or regulations or  requirements  of  the
Securities  and  Exchange Commission in connection with  this  Registration
Statement.   Without  limiting the generality of the  foregoing  power  and
authority, the powers granted include the power and authority to  sign  the
names of the undersigned officers and directors in the capacities indicated
below  to this Registration Statement, and to any and all amendments,  both
pre-effective  and  post-effective, and supplements  to  this  Registration
Statement, and to any and all instruments or documents filed as part of  or
in   conjunction  with  this  Registration  Statement  or   amendments   or
supplements  thereof,  and  each  of the undersigned  hereby  ratifies  and
confirms  all that said attorneys and agents, or any of them, shall  do  or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

Signature                  Title                                 Date

(BEVIL J. HOGG)            President, Chief Executive
                           Officer and Director
                           (Principal Executive Officer)

(TIMOTHY W. EVANS)         Vice President, Chief Financial
                           Officer and Secretary (Principal
                           Financial and Accounting Officer)

(DIANNE J. JENNINGS)       Director

(ROBERT C. SHERBURNE)      Director

(CHARLES D. YIE)           Director
<PAGE>
                                     
                                     
                                     
                                     
                               EXHIBIT INDEX


Exhibit Number   Exhibit                                             Page
- --------------   -------                                             ----

                  5              Opinion of Brobeck, Phleger & Harrison 8

                  23.1       Consent of Independent Accountants, Price
                                                         Waterhouse LLP 9

                  23.2       Consent of Brobeck, Phleger & Harrison is
                                                 contained in Exhibit 5 10

                  24           Power of Attorney (Reference is made to
                                 page 5 of this Registration Statement) 11

                  99.1   Medical Composite Technology, Inc. 1989 Stock
                                                            Option Plan 12

                  99.2        Form of Incentive Stock Option Agreement
                         used in connection with the Medical Composite

                                Technology, Inc. 1989 Stock Option Plan 26
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 FORM S-8
                          REGISTRATION STATEMENT
                     Under the Securities Act of 1933
                                     
                      Commission File Number: 0-3585
                                     
                   EVEREST & JENNINGS INTERNATIONAL LTD.
          (Exact name of registrant 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)
                                     
                    MEDICAL COMPOSITE TECHNOLOGY, INC.
                          1989 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
      Title of                                    Maximum
     Securities          Amount      Offering    Aggregate     Amount of
       to be             to be        Price       Offering    Registration
     Registered      Registered(1) per Share(2)   Price(2)        Fee
     ----------      ------------- ------------  ---------    ------------

Options to Purchase
    Common Stock        408,054        N/A          N/A           N/A

   Common Stock,
   $.01 par value       408,054       $0.20      $81,610.80     $100.00

(1)  This Registration Statement shall also cover any additional shares  of
     Common  Stock  which  become  issuable  under  the  Medical  Composite
     Technology,  Inc.  1989  Stock Option Plan  by  reason  of  any  stock
     dividend,   stock  split,  recapitalization  or  any   other   similar
     transaction  effected  without  the  receipt  of  consideration  which
     results  in  an increase in the number of the Registrant's outstanding
     shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule  457(c)  of
     the  Securities Act of 1933, as amended, on the basis of the  weighted
     average exercise price of the outstanding options.

                                  1 of 30
PART I
                                     
             Information Required in Section 10(a) Prospectus
                                     
                                     
Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

          *   Information  required by Part I to be contained  in  the
          Section  10(a)  prospectus is omitted from the  Registration
          Statement  in accordance with Rule 428 under the  Securities
          Act  of  1933, as amended (the "1933 Act") and the  Note  to
          Part I of Form S-8.

                                  PART II
                                     
            Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

     The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities  and
Exchange Commission:

     (1)  Registrant's Annual Report on Form 10-K (File No. 0-3585) for the
     fiscal  year  ended  December 31, 1993, which  contains,  among  other
     things,  the  financial  statements  of  the  Registrant  and  certain
     supplementary  data  for  the fiscal year  ended  December  31,  1993,
     together  with the report thereon of Price Waterhouse LLP, independent
     accountants.

     (2)   Registrant's  Quarterly Reports on Form 10-Q  for  the  quarters
     ended March 31, 1994, June 30, 1994 and September 30, 1994.

     (3)   The  description  of  Registrant's  Common  Stock  contained  in
     Registrant's Registration Statement on Form 8-A (File No.  0-3585)
     filed  on  November  5,  1993,  which  in  turn  cross  references  to
     Registrant's Proxy Statement dated February 13, 1992.

      All  reports  and  definitive proxy or information  statements  filed
pursuant  to  Section  13(a),  13(c), 14 or 15(d)  of  the  Securities  and
Exchange  Act  of 1934 (the "1934 Act") after the date of this Registration
Statement  and  prior  to  the filing of a post-effective  amendment  which
indicates  that  all  securities offered hereby have  been  sold  or  which
deregisters  all  securities then remaining unsold shall be  deemed  to  be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The  Registrant's Certificate of Incorporation and Bylaws permit  the
Registrant  to  indemnify officers and directors of the Registrant  to  the
full  extent  permitted  under  the Delaware General  Corporation  Law  and
applicable law.  Section 145 of the Delaware General Corporation Law  makes
provisions  for  the  indemnification  of  officers,  directors  and  other
corporate  agents  in terms sufficiently broad to indemnify  such  persons,
under  certain  circumstances, for liabilities (including reimbursement  of
expenses incurred) arising under the 1933 Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

Exhibit Number   Exhibit
- --------------   -------

       5         Opinion of Brobeck, Phleger & Harrison
      23.1       Consent of Independent Accountants, Price Waterhouse LLP
                   23.2 Consent of Brobeck, Phleger & Harrison is contained
                 in Exhibit 5
                   24    Power of Attorney (Reference is made to page 5  of
                 this Registration Statement)
                  99.1 Medical Composite Technology, Inc. 1989 Stock Option
                 Plan
                   99.2  Form of Incentive Stock Option Agreement  used  in
                 connection  with  the Medical Composite  Technology,  Inc.
                 1989 Stock Option Plan

Item 9.  Undertakings.

           A.   The undersigned Registrant 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 1933 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, and (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  clauses  (1)(i)
     and  (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 1934 Act that are incorporated by reference  into  this
     Registration  Statement; (2) that for the purpose of  determining  any
     liability under the 1933 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; and
     (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  Medical Composite Technology,  Inc.  1989  Stock
     Option Plan.

           B.   The  undersigned  Registrant hereby  undertakes  that,  for
     purposes of determining any liability under the 1933 Act, each  filing
     of the Registrant's annual report pursuant to Section 13(a) or Section
     15(d)  of  the  1934 Act that is incorporated by reference  into  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 under the 1933 Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the indemnity provisions identified in Item  6,
     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  1933  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 1933 Act and will  be
     governed by the final adjudication of such issue.
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 St. Louis,  State
of Missouri, on this 6th day of December, 1994.

                                   EVEREST & JENNINGS INTERNATIONAL LTD.

                                   BY:  (BEVIL J. HOGG)
                                        President & Chief Executive Officer

                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

      That  the  undersigned officers and directors of Everest  &  Jennings
International  Ltd.,  a  Delaware corporation,  do  hereby  constitute  and
appoint  Bevil J. Hogg and Timothy W. Evans, and each of them,  the  lawful
attorneys and agents, with full power and authority to do any and all  acts
and  things and to execute any and all instruments which said attorneys and
agents,  and  any one of them, determine may be necessary or  advisable  or
required  to enable said corporation to comply with the Securities  Act  of
1933,  as  amended,  and any rules or regulations or  requirements  of  the
Securities  and  Exchange Commission in connection with  this  Registration
Statement.   Without  limiting the generality of the  foregoing  power  and
authority, the powers granted include the power and authority to  sign  the
names of the undersigned officers and directors in the capacities indicated
below  to this Registration Statement, and to any and all amendments,  both
pre-effective  and  post-effective, and supplements  to  this  Registration
Statement, and to any and all instruments or documents filed as part of  or
in   conjunction  with  this  Registration  Statement  or   amendments   or
supplements  thereof,  and  each  of the undersigned  hereby  ratifies  and
confirms  all that said attorneys and agents, or any of them, shall  do  or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

Signature                  Title                                 Date

(BEVIL J. HOGG)            President, Chief Executive
                           Officer and Director
                           (Principal Executive Officer)

(TIMOTHY W. EVANS)         Vice President, Chief Financial
                           Officer and Secretary (Principal
                           Financial and Accounting Officer)

(DIANNE J. JENNINGS)       Director

(ROBERT C. SHERBURNE)      Director

(CHARLES D. YIE)           Director
EXHIBIT INDEX

Exhibit Number   Exhibit                                             Page
- --------------   -------                                             ----

                  5              Opinion of Brobeck, Phleger & Harrison 8

                  23.1       Consent of Independent Accountants, Price
                                                         Waterhouse LLP 9

                  23.2       Consent of Brobeck, Phleger & Harrison is
                                                 contained in Exhibit 5 10

                  24           Power of Attorney (Reference is made to
                                 page 5 of this Registration Statement) 11

                  99.1   Medical Composite Technology, Inc. 1989 Stock
                                                            Option Plan 12

                  99.2        Form of Incentive Stock Option Agreement
                         used in connection with the Medical Composite

                                Technology, Inc. 1989 Stock Option Plan 26