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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Graham Field Health Products Inc.
-----------------------------------------
(Name of Issuer)
Common
-----------------------------------------
(Title of Class of Securities)
384632105
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP NO. 384632105 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steinberg Asset Management Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
80,000
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 82,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.58%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 384632105 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steinberg Asset Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
485,100
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 811,415
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,451
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.71%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 384632105 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Steinberg & Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 23,650
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,650
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.17%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 384632105 13G PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Steinberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
5 SOLE VOTING POWER
105,000
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 105,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.74%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G Page 6 of 9
Item 1. (a). Name of Issuer:
Graham-Field Health Products Inc.
------------------------------------------------------------
Item 1. (b). Address of Issuer's Principal Executive Offices:
400 Rasbro Drive East Hauppauge, NY 11788
------------------------------------------------------------
Item 2. (a). Name of Person Filing:
1) Steinberg Asset Management Co., Inc.
2) Steinberg Asset Management Co., LP
3) Michael A. Steinberg & Co., Inc.
4) Michael A. Steinberg
------------------------------------------------------------
Item 2. (b). Address of Principal Business Office:
12 East 49th Street New York, NY 10017
------------------------------------------------------------
Item 2. (c). Citizenship:
1) State of Delaware 3) State of Delaware
2) State of Delaware 4) State of New York
------------------------------------------------------------
Item 2. (d). Title of Class of Securities:
Common
------------------------------------------------------------
Item 2. (e). CUSIP Number:
384632105
------------------------------------------------------------
Item 3. (a) /xx/ Broker or Dealer registered under Section 15 of the Act.
(e) /xx/ Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940.
Item 4. Ownership.
(a). Amount Beneficially Owned
1,022,065
------------------------------------------------------------
(b). Percent of Class:
7.19%
------------------------------------------------------------
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SCHEDULE 13G Page 7 of 9
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
..................................670,100
(ii) shared power to vote or to direct the vote
..................................none
(iii) sole power to dispose or to direct the
disposition of..................1,022,065
(iv) shared power to dispose or to direct the
disposition.......................none
Item 5. Not Applicable
Item 6. No client or other person known to the Reporting Persons
has an Interest that relates to 5% or more of this Security.
Item 7. Not Applicable
Item 8. Not Applicable
Item 9. Not Applicable
Item 10.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
<PAGE> 8
Page 8 of 9
Exhibit A
Steinberg Asset Management, Inc., as general partner of Steinberg Asset
Management, L.P., may be deemed to have beneficial ownership of the securities
beneficially owned by Steinberg Asset Management, L.P.
Michael A. Steinberg may be deemed to have beneficial ownership of the
securities beneficially owned by Steinberg Asset Management, Inc., Steinberg
Asset Management, L.P. and Michael A. Steinberg & Company, Inc. In addition,
the securities reported as beneficially owned by Michael A. Steinberg include
securities held by Mr. Steinberg's wife and children as well as securities held
in trust for Mr. Steinberg's children of which Mr. Steinberg is
trustee.
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Page 9 of 9
After reasonable 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.
1/30/97
- ----------------------------------
Date
/s/ Steven Feld
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Signature
Steven Feld - Vice President
- ----------------------------------
Name & Title
