SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO
RULE 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. _)*
CRYOMEDICAL SCIENCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
229049
(CUSIP Number)
December 16, 1998
(Date of Event which Requires Filing this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
(Continued on following page(s))
CUSIP No. 229049 13G
<TABLE>
<S>
1<PAGE>
Name of Reporting Persons
Howard S. Breslow
I.R.S. Identification Nos. of Above Persons (Entities Only)
C
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X] <PAGE>
<C>3<PAGE>
SEC Use Only
<PAGE>
4 Citizenship or Place of Organization
United States
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
5 Sole Voting Power
1,088,000 <PAGE>
6 Shared Voting Power
6,480,000 <PAGE>
7 Sole Dispositive Power
1,088,000 <PAGE>
8 Shared Dispositive Power
6,480,000 <PAGE>
<C>9<PAGE>
Aggregate Amount Beneficially Owned By Each Reporting Person
7,568,000<PAGE>
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares* [ ]
C
<PAGE>
11 Percent of Class Represented by Amount in Row (9)
18.4% <PAGE>
12 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
</TABLE>
CUSIP No. 229049 13G
<TABLE>
<S>
<C> 1<PAGE>
Name of Reporting Persons
Breslow & Walker, LLP
I.R.S. Identification Nos. of Above Persons (Entities Only)
C
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X] <PAGE>
<C>3<PAGE>
SEC Use Only
<PAGE>
4 Citizenship or Place of Organization
New York
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
5 Sole Voting Power
2,880,000
<PAGE>
6 Shared Voting Power
- <PAGE>
7 Sole Dispositive Power
2,880,000
<PAGE>
8 Shared Dispositive Power
-
C
<PAGE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,880,000<PAGE>
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares* [ ]
<PAGE>
11 Percent of Class Represented by Amount in Row (9)
7.9%<PAGE>
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
CUSIP No. 229049 13G
<TABLE>
<S>
1<PAGE>
Name of Reporting Persons
B&W Investment Associates
I.R.S. Identification Nos. of Above Persons (Entities Only)
C
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
<PAGE>
3 SEC Use Only
<PAGE>
<C>4 Citizenship or Place of Organization
New York
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
5 Sole Voting Power
3,600,000
<PAGE>
6 Shared Voting Power
- <PAGE>
7 Sole Dispositive Power
3,600,000
<PAGE>
8 Shared Dispositive Power
-
C
<PAGE>
9 Aggregate Amount Beneficially Owned By Each Reporting Person
3,600,000<PAGE>
10 Check Box if the Aggregate Amount in Row (9)
excludes Certain Shares* [ ]
<PAGE>
11 Percent of Class Represented by Amount in Row (9)
9.7%<PAGE>
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
Item 1(a). Name of Issuer:
Cryomedical Sciences, Inc.
Item 1(b). Address of Issuer's Principal Executive
Offices:
1300 Piccard Drive, Suite 102, Rockville,
MD 20850
Item 2(a). Name of Person Filing:
(i) Howard S. Breslow
(ii) Breslow & Walker, LLP
(iii) B&W Investment Associates
Item 2(b). Address of Principal Business Office or, if
None, Residence:
(i) Howard S. Breslow
100 Jericho Quadrangle
Jericho, New York 11753
(ii) Breslow & Walker, LLP
767 Third Avenue
New York, New York 10017
(iii) B&W Investment Associates
100 Jericho Quadrangle
Jericho, New York 11753
Item 2(c). Citizenship:
(i) Howard S. Breslow - United States
(ii) Breslow & Walker, LLP - New York
(iii) B&W Investment Associates - New
York
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
("Common Stock")
Item 2(e). CUSIP Number:
229049
Item 3. If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section
8 of the Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(l)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(l)(ii)(F). (g) [
] A parent holding company or control person in
accordance with Rule 13d-1(b)(l)(ii)(G).
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-
l(b)(l)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [X].
Item 4. Ownership.
(a) Amount beneficially owned:
7,568,000 shares of Common Stock of
Cryomedical Sciences, Inc., comprised of (i)
268,000 shares of Common Stock held in the
name of Howard S. Breslow, (ii) warrants to
purchase 2,880,000 shares of Common Stock at
$.25 per share held in the name of Breslow &
Walker, LLP, (iii) warrants to purchase
3,600,000 shares of Common Stock at $.25 per
share held in the name of B&W Investment
Associates, and (iv) Non-Incentive Stock
Options to purchase 820,000 shares of Common
Stock held in the name of Howard S. Breslow.
(b) Percent of class:
(1) Howard S. Breslow - 18.4%
(2) Breslow & Walker, LLP - 7.9%
(3) B&W Investment Associates - 9.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(1) Howard S. Breslow - 1,088,000 shares
(2) Breslow & Walker, LLP - 2,880,000
shares
(3) B&W Investment Associates - 3,600,000
shares
(ii) Shared power to vote or to direct the vote:
Howard S. Breslow - 6,480,000 shares
(iii) Sole power to dispose or to direct the
disposition of:
(1) Howard S. Breslow - 1,088,000 shares
(2) Breslow & Walker, LLP - 2,880,000
shares
(3) B&W Investment Associates - 3,600,000
shares
(iv) Shared power to dispose or to direct the
disposition of: Howard S. Breslow - 6,480,000
shares
Item 5. Ownership of Five Percent 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 [ ].
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Joel M. Walker, a partner in Breslow & Walker, LLP
and B&W Investment Associates, has, together with
Howard S. Breslow, the right to receive and the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the securities held by B&W Investment
Associates and Breslow & Walker, LLP that are the subject
of this filing.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding
Company.
None.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below each of the undersigned certify that,
to the best of their knowledge and belief, the securities
referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned
each certify that the information set forth in this statement
is true, complete and correct.
Dated: January 19, 1999
/s/ Howard S. Breslow
Howard S. Breslow
BRESLOW & WALKER, LLP
By: /s/ Howard S. Breslow
Howard S. Breslow
Partner
B&W INVESTMENT ASSOCIATES
By: /s/ Howard S. Breslow
Howard S. Breslow
Partner
