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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. 07)*
Larson Davis Incorporated
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
517310-10-8
(CUSIP Number)
Check the following box if a fee is being paid with the 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 disclosures provided in a
prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13G
CUSIP No. 517310-10-8 Page 2 of ___ Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brian G. Larson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Number of 5 SOLE VOTING POWER
Shares *775,019 (Includes options to acquire
Beneficially 250,000 shares)
Owned by
Each 6 SHARED VOTING POWER
Reporting 0
Person
With 7 SOLE DISPOSITIVE POWER
*775,019 (Includes options to acquire
250,000 shares)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*775,019 (Includes options to acquire 250,000 shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) /__/
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
*Includes 47,400 shares held of record by reporting person for
the benefit of his minor children. Reporting person disclaims
beneficial ownership of such shares.
<PAGE>
Item 1(a) Name of Issuer:
Larson Davis Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
1681 West 820 North
Provo, Utah 84601
Item 2(a) Name of Person Filing:
Brian G. Larson
Item 2(b) Address of Principal Business Office or, if none,
Residence:
1681 West 820 North
Provo, Utah 84601
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e) CUSIP Number:
517310-10-8
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) /__/ Broker or Dealer registered under Section 15 of the Act
(b) /__/ Bank as defined in section 3(a)(6) of the Act
(c) /__/ Insurance Company as defined in section 3(a)(19) of the
Act
(d) /__/ Investment Company registered under section 8 of the
Investment Company Act
(e) /__/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
<PAGE>
(f) /__/ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1(b)(1)(ii)(F)
(g) /__/ Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) /__/ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
Not Applicable
Item 4. Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: *775,019 (Includes options to
acquire 250,000 shares)
(b) Percent of Class: 9.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
*775,019 (Includes options to acquire
250,000 shares)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
*775,019 (Includes options to acquire 250,000
shares)
(iv) shared power to dispose or to direct the disposition of:
0
Instruction: For computations regarding securities which represent
a right to acquire an underlying security see Rule 13d-3(d)(1).
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: /__/
Instruction: Dissolution of a group requires a response to this
item.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Not Applicable
Item 7. Identification and Classification of the Security Which
Acquired the Security Being Reported on by the Parent Holding
Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.
Not Applicable
*Includes 47,400 shares held of record by reporting person for the
benefit of his minor children. Reporting person disclaims
beneficial ownership of such shares.
<PAGE>
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the
identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identity of each member of the group.
Not Applicable
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
Not Applicable
Item 10. Certification
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
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.
Not Applicable
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.
February 13, 1996 /s/ Brian G. Larson
Date Signature
Brian G. Larson
Name/Title
<PAGE>
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative
other than an executive officer or general partner of the filing
person, evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement; provided,
however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
