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. 3)
                              
                   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.  3  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
(the  "Commission") on October 8, 1997, Amendment No.  1  to
the  Statement was filed with the Commission on October  21,
1997  and  Amendment No. 2 was filed with the Commission  on
November 3, 1997.  This Amendment No. 3 to the Statement  is
being filed to reflect the expiration of the Offer.
     
     Capitalized terms used but not defined herein have  the
meanings ascribed to such terms in the Offer to Purchase and
the Statement.
     
ITEM 8.  ADDITIONAL INFORMATION.

      Item  8(b)  is  hereby  amended  and  supplemented  as
follows:

     At  12:00  midnight, New York City time, on  Wednesday,
November 5, 1997, the Offer expired.  Based on a preliminary
count,   approximately  31,006,942   Shares  were   tendered
pursuant  to  the Offer and accepted for payment,  of  which
83,000    Shares  were  tendered  pursuant  to  notices   of
guaranteed delivery. Immediately prior to the acceptance  of
the  Shares  tendered in the Offer, the Company  issued  and
sold  7,802,180 Shares in the Stock Purchase.  A copy  of  a
press release announcing the expiration of the Offer and the
acceptance for payment of validly tendered Shares  is  filed
herewith as Exhibit (a)(11).


ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

     Item 9 is hereby amended and supplemented by adding the
following Exhibit:

     (a)(11) Press Release issued by the Company on November
6, 1997.


                          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 6, 1997

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


                        EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION
- -----------         -----------
(a)(11)         Press Release issued by the Company on November 6, 1997.


                       EXHIBIT (a)(11)
                              
Contact:  Dennis E. Noll
          Senior Vice President, General Counsel and Secretary
          Kinetic Concepts, Inc.
          (210) 255-6331

                                            (210) 255-6331

 KINETIC CONCEPTS COMPLETES TENDER OFFER AND SALE OF SHARES
 ----------------------------------------------------------
                   
SAN  ANTONIO,  Texas, November 6, 1997 -  Kinetic  Concepts,
Inc.  (Nasdaq:  KNCI) ("KCI") today announced  that  it  has
successfully  completed  the previously  announced  all-cash
tender  offer  by KCI for all of its outstanding  shares  of
common  stock,  at a price of $19.25 per share.   The  offer
expired  at  12:00  midnight  (Eastern  Standard  Time)   on
Wednesday, November 5, 1997.  Based on a preliminary  count,
approximately 31,006,942 shares were tendered and have  been
accepted  for  payment in accordance with the terms  of  the
offer,  of  which 83,000 shares were tendered by  guaranteed
delivery.   Immediately  prior  to  the  acceptance  of  the
tendered shares, KCI also completed the previously announced
sale  of  an aggregate of 7,802,180 shares to affiliates  of
Richard  C.  Blum  & Associates, L.P. and Fremont  Partners,
L.P.

Richard  C. Blum & Associates, L.P., based in San Francisco,
is  a  private investment company specializing in  strategic
block,   relationship-oriented  investing  with  assets   of
approximately  $1.2  billion under  management.   Among  the
investments in which Richard C. Blum & Associates has played
a  significant role are Northwest Airlines (Nasdaq:   NWAC),
National  Education  Corporation and URS Corporation  (NYSE:
URS).

Fremont  Partners, L.P. is a private equity fund also  based
in  San  Francisco.   It  is part of The  Fremont  Group,  a
private  investment  company with more than  $7  billion  in
assets  under  management.  Among other operating  companies
where Fremont has had significant roles are Coldwell Banker,
Crown  Pacific (NYSE:  CRO), and Kerr (NYSE:  KGM).  Fremont
also  manages  publicly traded mutual funds (Fremont  Funds)
and real estate, energy, and venture capital assets.

KCI  develops  and  markets innovative  therapeutic  healing
systems  that address skin breakdown, circulatory  problems,
and   pulmonary   complications  associated   with   patient
immobility.  The Company's healing systems include specialty
beds,  mattress  replacement systems, and  related  devices.
KCI  serves  hospitals,  long-term and  home  care  settings
throughout the United States and in 13 countries.