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FORM 3
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person* 2. Date of Event 4. Issuer Name AND Ticker or Trading Symbol
Requiring OptiCare Health Systems, Inc. (OPT)
Ashken Ian G.H. Statement
(Last) (First) (Middle) (Month/Day/Year)
8/13/99
3.IRS Identification 5. Relationship of Reporting 6. If Amendment,
c/o Marlin Holdings, Inc., Number of Person(s) to Issuer Date of Original
555 Theodore Franklin Fremd Ave., Suite B-203 Reporting Person, (Check all applicable) (Month/Day/Year)
(Street) if an entity _X__ Director ____ 10% Owner
(Voluntary) ____ Officer (give ____ Other (specify
title below) below)
Rye NY 10580 ___________________
(City) (State) (Zip) 7. Individual or
Joint/Group Filing
(Check Applicable
Line)
_X_Form filed by One
Reporting Person
___Form filed by
More than One
Reporting Person
TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Security 2. Amount of 3. Ownership Form: Direct (D) or 4.Nature of
(Instr. 4) Securities Indirect (I) Indirect
Beneficially (Instr. 5) Benficial
Owned Ownership
(Instr. 4) (Instr. 5)
Common Stock 638,059 I (1)
Common Stock 137,085 I (2)
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
(Over)
(Print or Type Responses)
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FORM 3 (continued)
TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security 2.Date Exer- 3.Title and Amount of Securities 4.Conver- 5.Owner- 6.Nature of
(Instr. 4) cisable Underlying Derivative Security sion or ship Indirect
and (Instr. 4) Exercise Form of Beneficial
Expiration Price Deriv- Ownership
Date of ative (Instr. 5)
(Month/Day/ Deri- Security:
Year) vative Direct
Date Expira- Amount Security (D) or
Exer- tion Title or Indirect
cisable Date Number (I)
of (Instr. 5)
Shares
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Explanation of Responses:
(1) These shares are held by Marlin Capital, L.P. The Reporting Person is the
Vice Chairman of Marlin Holdings, Inc., which is the general partner of
Marlin Capital, L.P. The Reporting Person disclaims beneficial ownership
of such shares.
(2) These shares are held by Thomas F. Cooke and are subject to a voting
agreement whereby Mr. Cooke irrevocably appointed Martin E. Franklin or
the Reporting Person as his attorney and proxy to vote these shares.
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/s/ Ian Ashken 8/20/99
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** Intentional misstatements or omissions of facts constitute **Signature of Reporting Person Date
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure.
Page 2
(Print or Type Responses)
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