SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
U.S. MEDICAL PRODUCTS, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
90336P100
(CUSIP Number)
David A. Persing
885 Third Avenue
New York, NY 10022
(212) 888-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
August 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the
statement. [ ]
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class. See
Rule 13d-7.)
<PAGE>
SCHEDULE 13D
CUSIP No. 90336P100
1. NAME OF REPORTING PERSON Pengo Industries
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
___________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N.A.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 90336P100
1. NAME OF REPORTING PERSON Smith Management Company, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
___________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS N.A.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 90336P100
1. NAME OF REPORTING PERSON Durian Securities, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
___________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D relates to shares
of common Stock, no par value (the "Common Stock") of U.S.
Medical Products, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 12201 Technology Boulevard,
Suite 100, Austin, Texas 78727.
Item 4. Purpose of Transaction.
Item 4 is amended by the addition of the following:
On August 19, 1996 Durian entered into a Purchase Agreement
(the "Purchase Agreement") pursuant to which it agreed to
transfer to Metrax Medical, Inc. all of the shares of Common
Stock and all of the Class A Warrants owned by Durian. The
closing under the Purchase Agreement occurred on August 21, 1996,
as a result of which Durian no longer owns any shares of Common
Stock or any Class A Warrants.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the closing under the Purchase Agreement
none of the reporting persons any longer owns any shares of
Common Stock or any Class A Warrants.
(b) There have been no transactions by any of the reporting
persons in the Common Stock during the last sixty days except for
the closing under the Purchase Agreement described in Item 4
above.
(c) Not applicable.
(d) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, correct and complete.
PENGO INDUSTRIES, INC.
Dated: August 21, 1996 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
SMITH MANAGEMENT COMPANY, INC.
Dated: August 21, 1996 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
DURIAN SECURITIES, INC.
Dated: August 21, 1996 By: DAVID A. PERSING
_______________________________
Name: David A. Persing
Title: Senior Vice President
