SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                              
                       SCHEDULE 13E-4
                ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
                              
                      (Amendment No. 2)
                              
                   KINETIC CONCEPTS, INC.
                      (NAME OF ISSUER)
                              
                   KINETIC CONCEPTS, INC.
            (NAME OF PERSON(S) FILING STATEMENT)
                              
           COMMON STOCK, PAR VALUE $.001 PER SHARE
               (TITLE OF CLASS OF SECURITIES)
                              
                         49460W-01-0
            (CUSIP NUMBER OF CLASS OF SECURITIES)
                              
                       DENNIS E. NOLL
                   SENIOR VICE PRESIDENT,
                GENERAL COUNSEL AND SECRETARY
                   KINETIC CONCEPTS, INC.
                     8023 VANTAGE DRIVE
                  SAN ANTONIO, TEXAS 78230
                  TELEPHONE: (210) 524-9000
                              
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
     RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
                 PERSON(S) FILING STATEMENT)
                              
                          Copy to:

DAVID W. HELENIAK, ESQ.           STEPHEN D. SEIDEL, ESQ.
  SHEARMAN & STERLING            COX & SMITH INCORPORATED
  599 LEXINGTON AVENUE       112 E. PECAN STREET, SUITE 1800
NEW YORK, NEW YORK 10022          SAN ANTONIO, TEXAS 78205
     (212) 848-4000                   (210) 554-5500


                       OCTOBER 8, 1997
    (Date Tender Offer First Published, Sent or Given to
                      Security Holders)
                              
                  CALCULATION OF FILING FEE
_____________________________________________________________
 TRANSACTION VALUATION*            AMOUNT OF FILING FEE

    $654,293,626.90                     $130,858.73


*For  purposes  of  calculating fee only.  This  transaction
applies  to  an aggregate of 35,440,157 shares (sum  of  (i)
32,633,971 outstanding shares of common stock (not including
186,824  treasury shares or 6,064,155, 100,000 and 3,837,890
shares  of  common  stock held by James R. Leininger,  M.D.,
Peter  A.  Leininger, M.D. and Richard C. Blum & Associates,
L.P.,  respectively, to remain outstanding after the  Offer)
and (ii) 2,806,186 outstanding options to purchase shares of
Common Stock).

Except  as  otherwise  noted, the per unit  price  or  other
underlying   value  of  transaction  computed  pursuant   to
Exchange  Act  Rule 0-11 is $19.25 per unit.  The  per  unit
price with respect to 723,300 options to purchase shares  of
Common Stock is $19.9375 per unit.

The  proposed  maximum  aggregate value  of  transaction  is
$654,293,626.90 (sum of (i) product of 32,633,971 shares  of
Common  Stock  and  $19.25, (ii) product  of  (A)  2,082,886
options  to  purchase shares of Common  Stock  and  (B)  the
difference  between $19.25 and the exercise  price  of  such
options and (iii) product of (A) 723,300 options to purchase
shares  of  Common  Stock  and (B)  the  difference  between
$19.9375 and the exercise price of such options).

The  total  fee  is  $130,858.73 paid by  wire  transfer  on
October   7,  1997  to  the  designated  lockbox  depository
maintained by the Commission at Mellon Bank. The  amount  of
the  filing  fee, calculated in accordance  with  Rule  0-11
promulgated  under the Securities Exchange Act of  1934,  as
amended,  equals 1/50 of one percent of the Common Stock  to
be acquired.

[x]  Check  box if any part of the fee is offset as provided
     by  Rule 0-11(a)(2) and identify the filing with  which
     the  offsetting fee was previously paid.  Identify  the
     previous  filing by registration statement  number,  or
     the form or schedule and the date of its filing.

Amount Previously Paid: $130,858.73

Form or Registration No.: SC13E4

Filing Party: Kinetic Concepts, Inc.

Date Filed: October 8, 1997

___________________________________________________________

                       SCHEDULE 13E-4
                        INTRODUCTION

     This  Amendment  No.  2  to  the  Issuer  Tender  Offer
Statement on Schedule 13E-4 (the "Statement") relates to the
offer  by  Kinetic Concepts, Inc., a Texas corporation  (the
"Company"),  to  purchase all of its issued and  outstanding
shares   of   common  stock,  $.001  par  value  per   share
("Shares"), for $19.25 per Share, net to the seller in cash,
upon  the  terms and subject to the conditions set forth  in
the  Offer to Purchase dated October 8, 1997 (the "Offer  to
Purchase"),  and in the related Letter of Transmittal  dated
October  8,  1997 (which together constitute  the  "Offer"),
copies  of which were attached to the Statement as  Exhibits
(a)(1)   and   (a)(2),  respectively.   The  Statement   was
initially  filed with the Securities and Exchange Commission
on October 8, 1997, and amended on October 21, 1997.
     
     Capitalized terms used but not defined herein have  the
meanings ascribed to such terms in the Offer to Purchase and
the Statement.
     
ITEM 2.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

      Item  2(a) and (b) are hereby amended and supplemented
by the following:
 
      The following two paragraphs are hereby inserted  into
the  Offer  to  Purchase  immediately  following  the  first
paragraph under "THE TENDER OFFER -- Section 8. Financing of
the Transactions":
     
      "The  funds to be provided by F Purchaser in the Stock
Purchase  have  come  from the following  sources:   Fremont
Partners, L.P., Fremont Offshore Partners, L.P. and  Fremont
Partners Side-By-Side, L.P..  The total amount of the  funds
is  currently available in a bank account maintained  for  F
Purchaser.

      The  funds to be provided by B Purchaser in the  Stock
Purchase  will  come from RCBA-KCI Capital  Partners,  L.P.,
which  has binding commitments from its investors to provide
such  funds.  The total amount of the funds will  be  funded
into a bank account maintained for B Purchaser prior to  the
Stock Purchase."

ITEM 8.  ADDITIONAL INFORMATION

     Item 8 is hereby further amended as follows:

1.   The definition of "Purchasers" contained in the  Offer
to  Purchase is hereby amended to include Fremont Investors,
Inc.   ("Fremont"),  Richard  C.  Blum  &  Associates,  Inc.
("RCBA") and Richard C. Blum ("Blum").

2.   The   second-to-last  paragraph  of  the  sub-section
entitled "Recommendation of the Disinterested Directors  and
the  Board" under "SPECIAL FACTORS -- Recommendation of  the
Disinterested  Directors  and the Board"  contained  in  the
Offer to Purchase is hereby amended and restated to read  in
its entirety as follows:

     "In  connection with its deliberations, the  Board  did
not  consider,  and  did not request  that  BT  Alex.  Brown
evaluate, the Company's liquidation value. The Board did not
view  the  Company's  liquidation value  to  be  a  relevant
measure  of  valuation,  given that  the  Per  Share  Amount
significantly  exceeded  the book value  per  Share  of  the
Company  on June 30, 1997, and it was the Board's view  that
the Company is far more valuable as a going concern than its
net  book  value  per share of $5.26 as of  June  30,  1997.
However,  book  value  per share is a historical  accounting
number, and an evaluation of liquidation value could produce
a higher valuation than book value per share.  Additionally,
there  can be no assurance that the liquidation value  would
not produce a higher valuation of the Company than its value
as a going concern."

3.    The  following paragraph is hereby inserted  into  the
Offer  to  Purchase immediately following the  third-to-last
paragraph of the sub-section entitled "Recommendation of the
Disinterested  Directors  and  the  Board"  under   "SPECIAL
FACTORS -- Recommendation of the Disinterested Directors and
the Board; Fairness of the Transactions":

     "With  respect to the fairness of the Per Share  Amount
from   a  financial  point  of  view,  the  Board  and   the
Disinterested   Directors  specifically   noted   that   the
multiples of certain financial data implied for the  Company
based  on  the  Per Share Amount generally were  within  the
ranges  of  corresponding multiples derived  for  comparable
companies  and transactions (see "Opinion of BT Alex.  Brown
Incorporated  - Analysis of Selected Public Company  Trading
and  Financial Information" and "Analysis of Selected Merger
and   Acquisition  Transactions").   The   Board   and   the
Disinterested Directors also noted that while the  estimated
equity reference range for the Company based on a discounted
cash  flow  analysis  utilizing internal  estimates  of  the
Company's management exceeded the Per Share Amount (see Case
I discussion under "Opinion of BT Alex. Brown Incorporated -
Discounted  Cash Flow Analysis"), the Per Share  Amount  was
within  the estimated equity reference range for the Company
after taking into account adjustments for certain risks  and
other  factors (see Case II discussion under "Opinion of  BT
Alex.  Brown Incorporated - Discounted Cash Flow Analysis").
Specifically, Case I did not take into account the fact that
an  increasing  amount of the Company's revenue  growth  was
projected to result from new products, the risks inherent in
successfully marketing new products, the risks presented  by
the  recently adopted Balanced Budget Act of 1997 (which has
not  been fully implemented), the risks of other changes  in
reimbursement policy or increased pricing pressure from  the
Company's  customers,  the  risks  of  increased  shift   in
customer  preference  from  high margin  products  to  lower
margin   products,  potential  increases  in  regional   and
corporate  overhead  expenses and  general  inflation.   The
Board  and the Disinterested Directors also noted  that  the
Per  Share  Amount had been agreed upon through  arms-length
negotiations  following an extensive auction  process.   The
views  of  the  Board and the Disinterested  Directors  were
based  on  the totality of factors and analyses  considered,
with  no single factor or analysis being dispositive of  the
Board's    or   the   Disinterested   Directors'    fairness
determination."

4.    The   first   sentence  of  the  paragraph   entitled
"Discounted  Cash Flow Analysis" under "SPECIAL  FACTORS  --
Opinion  of  BT Alex. Brown Incorporated" contained  in  the
Offer to Purchase is hereby amended and restated to read  in
its entirety as follows:

      "BT  Alex.  Brown  performed a  discounted  cash  flow
analysis of the Company to estimate the present value of the
stand-alone, unlevered, after-tax free cash flows  that  the
Company  could  generate over the years 1997  through  2001,
based  both on internal estimates of the management  of  the
Company   ("Case  I")  and  adjustments  to  such   internal
estimates based on discussions with potential acquirors  who
had  declined to proceed with a transaction with the Company
to  reflect certain factors which potential acquirors  might
consider in estimating the value of the Company ("Case II").
Case  II  assumed  lower compound annual  growth  rates  and
EBITDA  margins for the Company than Case I.   Specifically,
Case  I  did  not take into account adjustments for  certain
risks  and  other  factors,  including  the  fact  that   an
increasing  amount  of  the  Company's  revenue  growth  was
projected to result from new products, the risks inherent in
successfully marketing new products, the risks presented  by
the  recently adopted Balanced Budget Act of 1997 (which has
not  been fully implemented), the risks of other changes  in
reimbursement policy or increased pricing pressure from  the
Company's  customers,  the  risks  of  increased  shift   in
customer  preference  from  high margin  products  to  lower
margin  products, and potential increases  in  regional  and
corporate overhead expenses and general inflation."

5.    The   last   sentence  of  the   paragraph   entitled
"Purchasers"   under  "SPECIAL  FACTORS   --   Position   of
Purchasers and Dr. James Leininger Regarding Fairness of the
Transactions" contained in the Offer to Purchase  is  hereby
deleted and the following is hereby inserted in its place:

"With respect to the fairness of the Per Share Amount from a
financial  point  of  view, the Purchasers  noted  that  the
multiples of certain financial data implied for the  Company
based  on  the  Per Share Amount were generally  within  the
ranges  of  corresponding multiples derived  for  comparable
companies and transactions.  The Purchasers also noted  that
the  Per  Share  Amount  was  within  the  estimated  equity
reference  range for the Company based on a discounted  cash
flow  analysis  after  taking into account  adjustments  for
certain risks and other factors, including the fact that  an
increasing  amount  of  the  Company's  revenue  growth  was
projected to result from new products, the risks inherent in
successfully marketing new products, the risks presented  by
the  recently adopted Balanced Budget Act of 1997 (which has
not  been fully implemented), the risks of other changes  in
reimbursement policy or increased pricing pressure from  the
Company's  customers,  the  risks  of  increased  shift   in
customer  preference  from  high margin  products  to  lower
margin  products, and potential increases  in  regional  and
corporate overhead expenses and general inflation.  Finally,
the  Purchasers  noted that the Per Share  Amount  had  been
agreed  upon  through arms-length negotiations following  an
extensive auction process.  The views of the Purchasers were
based  on  the totality of factors and analyses  considered,
with  no single factor or analysis being dispositive of  the
Purchasers'  fairness  determination  and  should   not   be
construed  as  a  recommendation by them  to  the  Company's
shareholders to tender their Shares or vote to  approve  the
Transaction Agreement and the Merger."

6.    The last sentence of the paragraph entitled "Dr. James
Leininger"  under "SPECIAL FACTORS -- Position of Purchasers
and   Dr.   James  Leininger  Regarding  Fairness   of   the
Transactions" contained in the Offer to Purchase  is  hereby
deleted and the following is hereby inserted in its place:

"With respect to the fairness of the Per Share Amount from a
financial point of view, Dr. James Leininger noted that  the
multiples of certain financial data implied for the  Company
based  on  the  Per Share Amount were generally  within  the
ranges  of  corresponding multiples derived  for  comparable
companies and transactions.  Dr. James Leininger also  noted
that  the  Per Share Amount was within the estimated  equity
reference  range for the Company based on a discounted  cash
flow  analysis after taking into account certain  risks  and
other  factors, including the fact that an increasing amount
of the Company's revenue growth was projected to result from
new  products, the risks inherent in successfully  marketing
new  products,  the risks presented by the recently  adopted
Balanced  Budget  Act  of 1997 (which  has  not  been  fully
implemented),  the risks of other changes  in  reimbursement
policy  or  increased pricing pressure  from  the  Company's
customers,   the  risks  of  increased  shift  in   customer
preference  from  high  margin  products  to  lower   margin
products,  and potential increases in regional and corporate
overhead  expenses  and  general  inflation.   Finally,  the
Purchasers  noted that the Per Share Amount had been  agreed
upon through arms-length negotiations following an extensive
auction  process.   The  views of Dr. James  Leininger  were
based  on  the totality of factors and analyses  considered,
with  no single factor or analysis being dispositive of  Dr.
James  Leininger's fairness determination and should not  be
construed  as  a  recommendation by  him  to  the  Company's
shareholders to tender their Shares or vote to  approve  the
Transaction Agreement and the Merger."

7.    The  paragraph  under "SPECIAL FACTORS  --  Cautionary
Statement  Concerning Forward-Looking Statements"  contained
in  the Offer to Purchase, is hereby amended and restated to
read in its entirety as follows:

     "Certain  matters discussed herein are  forward-looking
statements  that  involve risks and uncertainties.  Forward-
looking  statements include the projections set forth  below
(collectively, the "Projections"). Such information has been
included  in this Offer to Purchase for the limited  purpose
of  giving  the Company's shareholders access  to  financial
projections  made by the Company's management in  connection
with   the   Transactions  and  the  Debt  Financing.   Such
information  was  prepared by the Company's  management  for
internal  use  and  not  with a  view  to  publication.  The
Projections   were  based  on  assumptions  concerning   the
Company's  products and business prospects in  1997  through
2002,  including  the  assumption  that  the  Company  would
continue  to  operate under the same ownership structure  as
then  existed.  The  Projections were also  based  on  other
revenue and operating assumptions. Information of this  type
is  based  on estimates and assumptions that are  inherently
subject    to    significant   economic   and    competitive
uncertainties and contingencies, all of which are  difficult
to  predict  and  many  of which are  beyond  the  Company's
control.  Accordingly, there can be no  assurance  that  the
projected  results would be realized or that actual  results
would  not  be significantly higher or lower than those  set
forth above.  In addition, the Projections were not prepared
with  a  view  to public disclosure or compliance  with  the
published   guidelines  of  the  Securities   and   Exchange
Commission (the "Commission"), or the guidelines established
by  the  American Institute of Certified Public  Accountants
regarding projections and forecasts and are included in this
Offer  to  Purchase only because such information  was  made
available  to Purchasers by the Company. Neither Purchasers'
nor  the  Company's independent accountants  have  examined,
compiled  or  applied  any agreed upon  procedures  to  this
information  and, accordingly, assume no responsibility  for
this information."

8.    The  lead-in  paragraph under  "THE  TENDER  OFFER  --
Section  11.  Certain Conditions to the Offer" contained  in
the Offer to Purchase is hereby amended and restated to read
in its entirety as follows:

     "Notwithstanding any other provision of the Offer,  the
Company shall not be required to accept for payment  or  pay
for  any  Shares tendered pursuant to the Offer, if (v)  the
Minimum Condition shall not have been satisfied prior to the
Expiration Date, (w) any applicable waiting period under the
HSR  Act (as defined herein) shall not have expired or  been
terminated  prior to the expiration of the  Offer,  (x)  the
Debt  Financing shall not have been obtained  prior  to  the
Expiration Date, (y) the Closing  shall  not  have  occurred
prior to  the  Expiration  Date or (z)  at  any  time  on or
after the date of the  Transaction Agreement,  and  prior to
the Expiration Date,  any  of the following conditions shall
exist:"

                          SIGNATURE

     After  due inquiry and to the best of my knowledge  and
belief,  I  certify that the information set forth  in  this
Statement is true, complete and correct.

Date:  November 3, 1997

                              KINETIC CONCEPTS, INC.
                              
                              By: /s/ DENNIS E. NOLL
                                  -----------------------
                              Name:  Dennis E. Noll
                              Title: Senior Vice President