PAGE 1 of 6 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
OPTOMEDIC MEDICAL TECHNOLOGIES LTD.
(Name of Issuer)
ORDINARY SHARES, nominal value NIS 0.01 per share
(Title of Class of Securities)
M75257101
(CUSIP Number)
NOVEMBER 30, 1998
(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ X ]Rule 13d-1(b)
[ ]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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. M75257101 SCHEDULE 13G PAGE 2 of 6 PAGES
1) NAME AND S.S. or I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
M.H. MEYERSON & CO., INC. IRS NO. 13-1924455
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY CORPORATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(5) SOLE VOTING POWER
246,325 shares
(6) SHARED VOTING POWER
NONE
(7) SOLE DISPOSITIVE POWER
246,325 shares [See Note I on Page 3]
(8) SHARED DISPOSITIVE POWER
NONE
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,325 shares [See Note I on Page 3]
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
NOT APPLICABLE [ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4 PERCENT
12 TYPE OF REPORTING PERSON
BD
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CUSIP NO. M75257101 SCHEDULE 13G PAGE 3 of 6 PAGES
NOTE I Consists of a long position of 246,325 Ordinary Shares.
Does not include 11,606 Warrants to purchase 11,606
Ordinary Shares, which Warrants are exercisable on and
after June 9, 1999, and does not include Underwriter's
Purchase Options to purchase 205,000 Ordinary Shares
and/or 102,500 Warrants to purchase 102,500 Ordinary
Shares, which Underwriter's Purchase Options are
exercisable on and after June 9, 1999.
<PAGE>
CUSIP NO. M75257101 SCHEDULE 13G PAGE 4 of 6 PAGES
Item 1(a) Name of Issuer:
OPTOMEDIC MEDICAL TECHNOLOGIES LTD.
Item 1(b) Address of Issuer's Principal Executive Offices:
Yoni Netanyahu 3-B,
Or-Yehuda 60376, ISRAEL
Item 2(a) Name of Person Filing:
M.H. MEYERSON & CO., INC.
Item 2(b) Address of Principal Business Office:
525 Washington Blvd. - 34th Floor
Jersey City, NJ 07310
Item 2(c) Citizenship:
New Jersey Corporation
Item 2(d) Title of Class of Securities:
ORDINARY SHARES, nominal value NIS 0.01 per share
Item 2(e) CUSIP Number:
M75257101
Item 3 Type of Person:
(a) Broker/Dealer registered under Section 15 of
the Act
Item 4 Ownership (at December 31, 1998):
(a) Amount Beneficially Owned:
246,325 shares [See Note I on Page 3]
(b) Percent of Class:
5.4 PERCENT
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CUSIP NO. M75257101 SCHEDULE 13G PAGE 5 of 6 PAGES
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
246,325 shares
(ii) Shared power to vote or direct the vote:
None
(iii)Sole power to dispose or direct the
disposition of:
246,325 shares [See Note I on Page 3]
(iv) Shared power to dispose or direct the
disposition of:
None
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the
Group:
Not Applicable
Item 9 Notice of Dissolution of the Group:
Not Applicable
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CUSIP NO. M75257101 SCHEDULE 13G PAGE 6 of 6 PAGES
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
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: February 16, 1999.
M.H. MEYERSON & CO., INC.
BY: /s/ Michael Silvestri
Michael Silvestri, President
