UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.2)
Under the Securities Exchange Act of 1934
LARSON-DAVIS INCORPORATED
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
(Title of Class of Securities)
517310 10 8
(CUSIP Number of Class of Securities)
Copy to:
Naomi Bodner Michael B. Solovay, Esq.
16 Grosser Lane Solovay Marshall & Edlin, P.C.
Monsey, New York 10952 845 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 23, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of
Rule 13d-1(b)(3) or (4), check the following:
___
/___ /
Check the following box if a fee is being paid with this Statement:
___
/ /
Page 1 of 4 Pages
There are not any exhibits<PAGE>
______________________________________________________________________________
CUSIP No. 517310 10 8 13D Page 2 of 4 Pages
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Naomi Bodner
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP:
___
(a) /_ _ /
___
(b) / /
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS* PF
______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
___
/ /
______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
______________________________________________________________________________
: (7) SOLE VOTING POWER
: 549,812
:_______________________________
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY EACH REPORTING : 549,812
PERSON WITH :_______________________________
: (9) SOLE DISPOSITIVE POWER
: 549,812
:_______________________________
: (10) SHARED DISPOSITIVE POWER
: 549,812
______________________________:_________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,812
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
___
/___ /
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.95%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON* IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 amends and supplements the statement on Schedule 13D,
as amended (the "Schedule 13D"), relating to the common stock, par value $.001
per share ("Common Stock"), of Larson-Davis Incorporated, a Nevada corporation
(the "Company") and filed with the Securities and Exchange Commission on behalf
of Mrs. Naomi Bodner. Except as disclosed herein, there has been no change in
the information previously reported in the Schedule 13D. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
On August 23, 1995, in consideration of the early exercise of the First
Warrants, the Company issued to Mrs. Bodner warrants (the "Third Warrants") to
purchase 200,104 shares of the Common Stock at an exercise price of $4.50 per
share.
According to the Company's Form 10-QSB for the quarterly period ended
March 31, 1995, as of May 10, 1995, the Company had 6,518,469 shares of
Common Stock outstanding. As a result of the issuance of the Third Warrants,
Mrs. Bodner is the beneficial owner of 549,812 shares of Common Stock or 7.95%
of the Company's Common Stock outstanding, which include 149,604 shares of the
Common Stock and 400,208 shares of the Common Stock issuable upon the exercise
of the Second Warrants and the Third Warrants owned by Mrs. Bodner. Mrs. Bodner
has the sole power to vote and to dispose of such Common Stock.
Page 3 of 4 pages<PAGE>
SIGNATURE
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.
Dated: September 8, 1995
/s/ Naomi Bodner
Name: Naomi Bodner
Page 4 of 4 pages
