UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.4)
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:
Laura Huberfeld Michael B. Solovay, Esq.
250 Longwood Crossing Solovay Marshall & Edlin, P.C.
Lawrence, New York 11559 845 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 27, 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
Laura Huberfeld
______________________________________________________________________________
(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
: 430,208
:_______________________________________________
NUMBER OF SHARES BENEFICIALLY: (8)SHARED VOTING POWER
OWNED BY EACH REPORTING : 430,208
PERSON WITH :_______________________________________________
: (9) SOLE DISPOSITIVE POWER
: 430,208
:_______________________________________________
: (10) SHARED DISPOSITIVE POWER
: 430,208
______________________________:_______________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
430,208
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
___
/___ /
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 Less than 5.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON* IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 4 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. Laura Huberfeld. 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 December 27, 1995, Mrs. Huberfeld donated 200,104
shares of the Common Stock to a charitable organization. On
December 28, 1995, Mrs. Huberfeld donated her right to receive
the 370,208 of the Fifth Warrants to a charitable organization.
The Company has advised Mrs. Huberfeld that as of
October 27, 1995, the Company had 8,223,931 shares of Common
Stock outstanding. As a result of her gift of 200,104 shares of
the Common Stock, Mrs. Huberfeld is the beneficial owner of
200,104 shares of the Common Stock. Upon the issuance, if any,
of the Fourth and Fifth Warrants to Mrs. Huberfeld, she would
beneficially own 430,208 shares of the Common Stock or less than
5.0% of the Company's Common Stock then outstanding, which would
include the 200,104 shares of the Common Stock issuable upon the
exercise of the Third Warrants (which Mrs. Huberfeld currently
owns) and 200,104 and 30,000 shares of the Common Stock issuable
upon the exercise of the Fourth and Fifth Warrants, respectively,
if such warrants are issued. Mrs. Huberfeld has (and in the case
of the shares which would be issuable upon the exercise of the
Fourth and Fifth Warrants, would have) the sole power to vote and
to dispose of such Common Stock. Because Mrs. Huberfeld has the
sole power to determine whether or not to exercise the Third
Warrants and thereby receive the Fourth and Fifth Warrants, the
shares of Common Stock issuable upon the exercise of such
Warrants have been included in the shares beneficially owned by
Mrs. Huberfeld for purposes of the Schedule 13D.
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: December 28, 1995
/s/ Laura Huberfeld
Name: Laura Huberfeld
Page 4 of 4 Pages
