UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.3)
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)
September 20, 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 5 Pages
There are not any exhibits<PAGE>
______________________________________________________________________________
CUSIP No. 517310 10 8 13D Page 2 of 5 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
: 975,520
:_____________________________________
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY EACH REPORTING : 975,520
PERSON WITH :_____________________________________
: (9) SOLE DISPOSITIVE POWER
: 975,520
:_____________________________________
: (10) SHARED DISPOSITIVE POWER
: 975,520
______________________________:_____________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
975,520
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
___
/___ /
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON* IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1. Security and Issuer.
This Amendment No. 3 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.
Mrs. Bodner sold 174,604 shares of the Common Stock as follows:
Date Number of Shares Price
September 20, 1995 67,052 $5.9856
September 20, 1995 50,000 $6.1815
September 20, 1995 25,000 $6.0625
September 21, 1995 25,000 $6-5/16
September 22, 1995 5,000 $6.125
September 27, 1995 2,552 $6.125
Each such sale was made on the securities exchange on which the shares of
Common Stock are listed for trading.
On September 29, 1995, Mrs. Bodner exercised the Second Warrants
and thereby purchased 200,104 shares of the Common Stock for $3.50 per share.
The Company and Mrs. Bodner have agreed that if Mrs. Bodner exercises
the Third Warrants on or before the later to occur of (a) November 1, 1995 and
(b) 30 days subsequent to the effectiveness of a registration statement covering
the Third Warrants, the Company will issue to Mrs. Bodner, in consideration
of the early exercise of the Third Warrants, (x) warrants to purchase, at any
time prior to November 1, 1997, 200,104 shares of the Common Stock for an
exercise price of $4.50 per share (the "Fourth Warrants") and (y) warrants to
purchase, at any time prior to November 1, 1997, 400,208 shares of the
Common Stock for an exercise price of $5.75 per share (the "Fifth Warrants").
The Company has advised Mrs. Bodner that as of October 10, 1995,
the Company had 7,086,726 shares of Common Stock outstanding. As a
result of the sale of 174,604 shares of the Common Stock during the period
from September 20, 1995 through September 27, 1995, Mrs. Bodner is the
beneficial owner of 375,208 shares of the Common Stock. Upon the issuance,
if any, of the Fourth and the Fifth Warrants to Mrs. Bodner, she would
Page 3 of 5 Pages
beneficially own 975,520 shares of the Common Stock or 12.3% of the
Company's Common Stock then outstanding, which would include
the 175,104 shares of the Common Stock and the 200,104 shares of
the Common Stock issuable upon the exercise of the Third Warrants
(both of which Mrs. Bodner currently owns) and 600,312 shares of
the Common Stock issuable upon the exercise of the Fourth and
Fifth Warrants if such warrants are issued. Mrs. Bodner 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.
Bodner 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. Bodner for purposes of the Schedule 13D.
Page 4 of 5 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: October 11, 1995
/s/ Naomi Bodner
Name: Naomi Bodner
Page 5 of 5 Pages
