<PAGE>   1
                                                   Registration No. 333-________

    As filed with the Securities and Exchange Commission on December 31, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.
             (Exact Name of Registrant as Specified in its Charter)

     DELAWARE                                             11-2578230
(State of Incorporation)                                (IRS Employer
                                                      Identification No.)

                              400 RABRO DRIVE EAST
                            HAUPPAUGE, NEW YORK 11788
                    (Address of Principal Executive Offices)
                                ----------------

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.
                       BARGAINING EMPLOYEES' 401(k) PLAN

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.
                      NONBARGAINING EMPLOYEES' 401(k) PLAN

                            (Full Title of the Plans)

                                ----------------


Irwin Selinger                                 Copies to:
Chairman of the Board                          Robert S. Reder, Esq.
  and Chief Executive Officer                  Milbank, Tweed, Hadley & McCloy
Graham-Field Health Products, Inc.             1 Chase Manhattan Plaza
400 Rabro Drive East                           New York, New York  10005
Hauppauge, New York  11788                     (212) 530-5000
(516) 582-5900

                          (Name, Address and Telephone
                          Number of Agent for Service)
<PAGE>   2
                                ----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
                                                  Proposed Maximum        Proposed Maximum
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered           Registered(1)            Share(2)                 Price             Registration Fee
===================================================================================================================
<S>                         <C>                  <C>                     <C>                     <C>
Common Stock, (par
value $.025
per share) (3)                  50,000                $15.3125                $765,625               $225.86
===================================================================================================================
</TABLE>

(1)      The amount represents the maximum number of shares of Common Stock that
         may be acquired by the Trustees under the Graham-Field Health Products,
         Inc. Bargaining Employees' 401(k) Plan and the Graham-Field Health
         Products, Inc. Nonbargaining Employees' 401(k) Plan (the "Plans") until
         a new registration statement becomes effective.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average of the high and low
         prices reported on the New York Stock Exchange Composite Transactions
         Tape on December 26, 1997.

(3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also registers an indeterminate
         amount of plan interests to be offered or sold pursuant to the employee
         benefit plan described herein.


<PAGE>   3
PART I

ITEM 1.  PLAN INFORMATION

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The Registrant will, upon written or oral request, provide
without charge to any person to whom the prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, Graham-Field Health Products, Inc., 400
Rabro Drive East, Hauppauge, New York 11788 (telephone: 516-582-5900).

PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration Statement:

                  (a) The Registrant's Current Report on Form 10-K for the
fiscal year ended on December 31, 1996, as amended by Form 10-K-A-3 dated
December 23, 1997.

                  (b) The Registrant's (i) Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A dated July 9,
1997; (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1997; (iii) Current Report on Form 8-K dated as of March 12, 1997, as amended by
Form 8-K/A dated May 12, 1997 (Date of Event: February 28, 1997); (iv) Current
Report on Form 8-K dated as of March 20, 1997, as amended by Form 8-K/A dated
May 19, 1997 (Date of Event: March 7, 1997); (v) Current Report on Form 8-K
dated as of May 14, 1997 (Date of Event: May 1, 1997); (vi) Current Report on
Form 8-K dated as of June 25, 1997 (Date of Event: June 25, 1997); (vii) Current
Report on Form 8-K dated as of July 17, 1997 (Date of Event: July 17, 1997);
(viii) Current Report on Form 8-K dated as of September 2, 1997 (Date of Event:
August 28, 1997); and (ix) Current Report on Form 8-K dated as of September 11,
1997 (Date of Event: September 5, 1997).

                  (c) The authorized capital stock of the Registrant currently
consists of 60,000,000 shares of Common Stock and 1,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). The Registrant's Board
(the "Board") has the authority,

                                       3
<PAGE>   4
without action by the stockholders, to issue shares of Preferred Stock in one or
more series and, within certain limitations, to determine the dividend rights,
dividend rate, rights and terms of redemption, liquidation preferences, sinking
fund terms, conversion and voting rights of any series of Preferred Stock, the
number of shares constituting any such series, the designation thereof and price
therefore. The Board has reserved 300,000 shares of Series A Junior
Participating Preferred Stock for issuance upon the exercise of rights granted
under its stockholder rights plan.

                  Holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of stockholders of the Registrant and to receive
dividends when, as and if declared by the Board from funds legally available
therefor. Upon liquidation of the Registrant, holders of Common Stock are
entitled to share ratably in any assets available for distribution to
stockholders after payment of all obligations of the Registrant and priority
payments to any senior class of capital stock. Holders of Common Stock do not
have cumulative voting rights or preemptive, subscription, redemption or
conversion rights.

                  The Delaware General Corporate Law ("DGCL"), the Registrant's
Restated Certificate of Incorporation, as amended (the "Charter"), the
Registrant's Bylaws (the "Bylaws") and the Rights Agreement dated as of
September 3, 1996, contain provisions that could discourage or make more
difficult a change of control of the Registrant. Such provisions are designed to
protect the stockholders of the Registrant against coercive, unfair or
inadequate tender offers and other abusive takeover tactics and to encourage any
person contemplating a business combination with the Registrant to negotiate
with the Board for the fair and equitable treatment of all stockholders of the
Registrant. Such provisions of the Charter and the Bylaws include (i) the
classification of the Board into three classes elected to three-year terms on a
staggered basis, (ii) the requirement that stockholder action be taken only at
an annual meeting of stockholders or a special meeting of stockholders, which
may be called only by the Chief Executive Officer of the Registrant or by
resolution of the Board, and the prohibition of the taking of stockholder action
by written consent, (iii) the requirement that advance notice of stockholder
nominations of directors and of stockholder proposals for consideration at
meetings of stockholders be given in the manner provided for in the Bylaws, (iv)
the provision that directors may be removed only for cause and only with the
approval of at least 50% of the voting power of the then outstanding shares of
capital stock of the Registrant entitled to vote generally in the election of
directors ("Voting Stock"), voting together as a single class, and (v) the
provision that the stockholder vote required to alter, amend or repeal the
foregoing provisions, or to adopt any provision inconsistent therewith, is 80%
of the voting power of the Voting Stock, voting together as a single class.

                  Section 203 of the DGCL prohibits generally a public Delaware
corporation, including the Registrant, from engaging in a Business Combination
(as defined below) with an Interested Stockholder (as defined below) for a
period of three years after the date of the transaction in which an Interested
Stockholder became such, unless: (i) the board of directors

                                       4
<PAGE>   5
of such corporation approved, prior to the date such Interested Stockholder
became such, either such Business Combination or such transaction; (ii) upon
consummation of such transaction, such Interested Stockholder owns at least 85%
of the voting shares of such corporation (excluding specified shares); or (iii)
such Business Combination is approved by the board of directors of such
corporation and authorized by the affirmative vote (at an annual or special
meeting and not by written consent) of at least 66 2/3% of the outstanding
voting shares of such corporation (excluding shares held by such Interested
Stockholder). A "Business Combination" includes (i) mergers, consolidations and
sales or other dispositions of 10% or more of the assets of a corporation to or
with an Interested Stockholder, (ii) certain transactions resulting in the
issuance or transfer to an Interested Stockholder of any stock of such
corporation or its subsidiaries, and (iii) other transactions resulting in a
disproportionate financial benefit to an Interested Stockholder. An "Interested
Stockholder" is a person who, together with its affiliates and associates, owns
(or within a three-year period did own) 15% or more of a corporation's stock
entitled to vote generally in the election of directors.

               (d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the DGCL, inter alia, generally empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other

                                       5
<PAGE>   6
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

                  Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  The Registrant's Charter provides that, to the fullest extent
permitted by Delaware Law, no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duties as a director. The effect of these provisions is to eliminate
the rights of the Registrant and its stockholders (through stockholders'
derivative suits on behalf of the Registrant) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent conduct). This provision does not
exonerate the directors from liability under Federal securities laws nor does it
limit the availability of non-monetary relief in any action or proceeding
against a director. In addition, the Charter provides that the Registrant shall,
to the fullest extent permitted by Delaware Law, indemnify its officers and
directors against liabilities, cost and expenses as provided by Delaware Law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or others pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       6
<PAGE>   7
ITEM 8.  LIST OF EXHIBITS

         4.1      Graham-Field Health Products, Inc. Bargaining Employees'
                  401(k) Plan, as amended and restated effective January 1,
                  1998.

         4.2      Graham-Field Health Products, Inc. Nonbargaining Employees'
                  401(k) Plan, as amended and restated effective January 1,
                  1998.

         5        The registrant will submit the Plans and any amendments
                  thereto to the Internal Revenue Service in a timely manner and
                  will make all changes required by the Internal Revenue Service
                  in order to qualify the Plans.

         23       Consent of Ernst & Young LLP.

         24       Powers of Attorney (included on signature pages).

ITEM 9.  UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1993;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement; and

                         (iii)      To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement

                                       7
<PAGE>   8
                                    or any material change to such information
                                    in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;

                  2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

                  3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unallocated at the
termination of the Plans;

                  4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       8
<PAGE>   9
                                   SIGNATURES



                  Pursuant to the requirements of the Securities Act of 1933,
GRAHAM-FIELD HEALTH PRODUCTS, INC. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York on this 30th day of December, 1997.



                                       GRAHAM-FIELD HEALTH PRODUCTS, INC.



                                       By:      /s/ Irwin Selinger
                                          _____________________________________
                                          Irwin Selinger
                                          Chairman of the Board
                                          and Chief Executive Officer

                  Each person whose individual signature appears below hereby
makes, constitutes and appoints Irwin Selinger to sign for such person and in
such person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                       9
<PAGE>   10
<TABLE>
<CAPTION>
      Signature                        Title                                   Date
      ---------                        -----                                   ----
<S>                                <C>                                        <C>
/s/ Irwin Selinger                 Chairman of the Board                      December 30, 1997
________________________           and Chief Executive                        
Irwin Selinger                     Officer and Director
                                   (Principal Executive
                                   Officer)

/s/ Gary M. Jacobs                 Vice President/Finance                     December 30, 1997
________________________           and Chief Financial                        
Gary M. Jacobs                     Officer (Principal
                                   Financial and Accounting
                                   Officer)

/s/ David P. Delaney, Jr.          Director                                   December 30, 1997
________________________
David P. Delaney, Jr.

/s/ Andrew A. Giordano             Director                                   December 30, 1997
________________________
Andrew A. Giordano

/s/ Peter Handal                   Director                                   December 30, 1997
________________________
Peter Handal

/s/ Bevil J. Hogg                  Director                                   December 30, 1997
________________________
Bevil J. Hogg

/s/ Dr. Harold Lazarus             Director                                   December 30, 1997
________________________
Dr. Harold Lazarus

/s/ Steven D. Levkoff              Director                                   December 30, 1997
________________________
Steven D. Levkoff

/s/ Louis A. Lubrano               Director                                   December 30, 1997
________________________
Louis A. Lubrano

/s/ Donald Press                   Director                                   December 30, 1997
________________________
Donald Press

/s/ Rodney F. Price                Director                                   December 30, 1997
________________________
Rodney F. Price
</TABLE>



           Pursuant to the requirements of the Securities Act of 1933, the
Graham-Field Health Products, Inc. Bargaining Employees' 401(k) Plan and the
Graham-Field Health Products, Inc. Nonbargaining Employees' 401(k) Plan have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 31st of December, 1997.


                                        GRAHAM-FIELD HEALTH PRODUCTS, INC.
                                        BARGAINING EMPLOYEES' 401(k) PLAN

                                        GRAHAM-FIELD HEALTH PRODUCTS, INC.
                                        NONBARGAINING EMPLOYEES' 401(k) PLAN

                                        By:  /s/ Gary M. Jacobs
                                             -------------------------------
                                             Gary M. Jacobs, Vice President/
                                             Finance and Chief Financial 
                                             Officer

                                      10
<PAGE>   11
                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit

  No.                       Document
  ---                       --------
<S>                         <C>
4.1                         Graham-Field Health Products, Inc. Bargaining Employees' 401(k) Plan,
                            as amended and restated effective January 1, 1998.

4.2                         Graham-Field Health Products, Inc. Nonbargaining Employees' 401(k) Plan,
                            as amended and restated effective January 1, 1998.

23                          Consent of Ernst & Young LLP.

24                          Powers of Attorney (included on signature pages).
</TABLE>

                                       11
[{"type": "S-8", "sequence": "1", "description": "GRAHAM-FIELD HEALTH PRODUCTS, INC.", "secsgml_size_bytes": 27643}]
{"company-data": {"conformed-name": "GRAHAM FIELD HEALTH PRODUCTS INC", "cik": "0000709136", "assigned-sic": "5047", "irs-number": "112578230", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43567", "film-number": "97747550"}, "business-address": {"street1": "400 RABRO DR E", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5165825800"}, "mail-address": {"street1": "400 RABNO DRIVE EAST", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "PATIENT TECHNOLOGY INC", "date-changed": "19880811"}}
1
                                                   Registration No. 333-________

    As filed with the Securities and Exchange Commission on December 31, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.
             (Exact Name of Registrant as Specified in its Charter)

     DELAWARE                                             11-2578230
(State of Incorporation)                                (IRS Employer
                                                      Identification No.)

                              400 RABRO DRIVE EAST
                            HAUPPAUGE, NEW YORK 11788
                    (Address of Principal Executive Offices)
                                ----------------

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.
                       BARGAINING EMPLOYEES' 401(k) PLAN

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.
                      NONBARGAINING EMPLOYEES' 401(k) PLAN

                            (Full Title of the Plans)

                                ----------------

Irwin Selinger                                 Copies to:
Chairman of the Board                          Robert S. Reder, Esq.
  and Chief Executive Officer                  Milbank, Tweed, Hadley & McCloy
Graham-Field Health Products, Inc.             1 Chase Manhattan Plaza
400 Rabro Drive East                           New York, New York  10005
Hauppauge, New York  11788                     (212) 530-5000
(516) 582-5900

                          (Name, Address and Telephone
                          Number of Agent for Service)
2
                                ----------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                  Proposed Maximum        Proposed Maximum
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered           Registered(1)            Share(2)                 Price             Registration Fee
===================================================================================================================
Common Stock, (par
value $.025
per share) (3)                  50,000                $15.3125                $765,625               $225.86
===================================================================================================================
(1)      The amount represents the maximum number of shares of Common Stock that
         may be acquired by the Trustees under the Graham-Field Health Products,
         Inc. Bargaining Employees' 401(k) Plan and the Graham-Field Health
         Products, Inc. Nonbargaining Employees' 401(k) Plan (the "Plans") until
         a new registration statement becomes effective.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average of the high and low
         prices reported on the New York Stock Exchange Composite Transactions
         Tape on December 26, 1997.

(3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also registers an indeterminate
         amount of plan interests to be offered or sold pursuant to the employee
         benefit plan described herein.
3
PART I

ITEM 1.  PLAN INFORMATION

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The Registrant will, upon written or oral request, provide
without charge to any person to whom the prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, Graham-Field Health Products, Inc., 400
Rabro Drive East, Hauppauge, New York 11788 (telephone: 516-582-5900).

PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration Statement:

                  (a) The Registrant's Current Report on Form 10-K for the
fiscal year ended on December 31, 1996, as amended by Form 10-K-A-3 dated
December 23, 1997.

                  (b) The Registrant's (i) Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A dated July 9,
1997; (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1997; (iii) Current Report on Form 8-K dated as of March 12, 1997, as amended by
Form 8-K/A dated May 12, 1997 (Date of Event: February 28, 1997); (iv) Current
Report on Form 8-K dated as of March 20, 1997, as amended by Form 8-K/A dated
May 19, 1997 (Date of Event: March 7, 1997); (v) Current Report on Form 8-K
dated as of May 14, 1997 (Date of Event: May 1, 1997); (vi) Current Report on
Form 8-K dated as of June 25, 1997 (Date of Event: June 25, 1997); (vii) Current
Report on Form 8-K dated as of July 17, 1997 (Date of Event: July 17, 1997);
(viii) Current Report on Form 8-K dated as of September 2, 1997 (Date of Event:
August 28, 1997); and (ix) Current Report on Form 8-K dated as of September 11,
1997 (Date of Event: September 5, 1997).

                  (c) The authorized capital stock of the Registrant currently
consists of 60,000,000 shares of Common Stock and 1,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). The Registrant's Board
(the "Board") has the authority,

                                       3
4
without action by the stockholders, to issue shares of Preferred Stock in one or
more series and, within certain limitations, to determine the dividend rights,
dividend rate, rights and terms of redemption, liquidation preferences, sinking
fund terms, conversion and voting rights of any series of Preferred Stock, the
number of shares constituting any such series, the designation thereof and price
therefore. The Board has reserved 300,000 shares of Series A Junior
Participating Preferred Stock for issuance upon the exercise of rights granted
under its stockholder rights plan.

                  Holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of stockholders of the Registrant and to receive
dividends when, as and if declared by the Board from funds legally available
therefor. Upon liquidation of the Registrant, holders of Common Stock are
entitled to share ratably in any assets available for distribution to
stockholders after payment of all obligations of the Registrant and priority
payments to any senior class of capital stock. Holders of Common Stock do not
have cumulative voting rights or preemptive, subscription, redemption or
conversion rights.

                  The Delaware General Corporate Law ("DGCL"), the Registrant's
Restated Certificate of Incorporation, as amended (the "Charter"), the
Registrant's Bylaws (the "Bylaws") and the Rights Agreement dated as of
September 3, 1996, contain provisions that could discourage or make more
difficult a change of control of the Registrant. Such provisions are designed to
protect the stockholders of the Registrant against coercive, unfair or
inadequate tender offers and other abusive takeover tactics and to encourage any
person contemplating a business combination with the Registrant to negotiate
with the Board for the fair and equitable treatment of all stockholders of the
Registrant. Such provisions of the Charter and the Bylaws include (i) the
classification of the Board into three classes elected to three-year terms on a
staggered basis, (ii) the requirement that stockholder action be taken only at
an annual meeting of stockholders or a special meeting of stockholders, which
may be called only by the Chief Executive Officer of the Registrant or by
resolution of the Board, and the prohibition of the taking of stockholder action
by written consent, (iii) the requirement that advance notice of stockholder
nominations of directors and of stockholder proposals for consideration at
meetings of stockholders be given in the manner provided for in the Bylaws, (iv)
the provision that directors may be removed only for cause and only with the
approval of at least 50% of the voting power of the then outstanding shares of
capital stock of the Registrant entitled to vote generally in the election of
directors ("Voting Stock"), voting together as a single class, and (v) the
provision that the stockholder vote required to alter, amend or repeal the
foregoing provisions, or to adopt any provision inconsistent therewith, is 80%
of the voting power of the Voting Stock, voting together as a single class.

                  Section 203 of the DGCL prohibits generally a public Delaware
corporation, including the Registrant, from engaging in a Business Combination
(as defined below) with an Interested Stockholder (as defined below) for a
period of three years after the date of the transaction in which an Interested
Stockholder became such, unless: (i) the board of directors

                                       4
5
of such corporation approved, prior to the date such Interested Stockholder
became such, either such Business Combination or such transaction; (ii) upon
consummation of such transaction, such Interested Stockholder owns at least 85%
of the voting shares of such corporation (excluding specified shares); or (iii)
such Business Combination is approved by the board of directors of such
corporation and authorized by the affirmative vote (at an annual or special
meeting and not by written consent) of at least 66 2/3% of the outstanding
voting shares of such corporation (excluding shares held by such Interested
Stockholder). A "Business Combination" includes (i) mergers, consolidations and
sales or other dispositions of 10% or more of the assets of a corporation to or
with an Interested Stockholder, (ii) certain transactions resulting in the
issuance or transfer to an Interested Stockholder of any stock of such
corporation or its subsidiaries, and (iii) other transactions resulting in a
disproportionate financial benefit to an Interested Stockholder. An "Interested
Stockholder" is a person who, together with its affiliates and associates, owns
(or within a three-year period did own) 15% or more of a corporation's stock
entitled to vote generally in the election of directors.

               (d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the DGCL, inter alia, generally empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other

                                       5
6
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

                  Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  The Registrant's Charter provides that, to the fullest extent
permitted by Delaware Law, no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duties as a director. The effect of these provisions is to eliminate
the rights of the Registrant and its stockholders (through stockholders'
derivative suits on behalf of the Registrant) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent conduct). This provision does not
exonerate the directors from liability under Federal securities laws nor does it
limit the availability of non-monetary relief in any action or proceeding
against a director. In addition, the Charter provides that the Registrant shall,
to the fullest extent permitted by Delaware Law, indemnify its officers and
directors against liabilities, cost and expenses as provided by Delaware Law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or others pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       6
7
ITEM 8.  LIST OF EXHIBITS

         4.1      Graham-Field Health Products, Inc. Bargaining Employees'
                  401(k) Plan, as amended and restated effective January 1,
                  1998.

         4.2      Graham-Field Health Products, Inc. Nonbargaining Employees'
                  401(k) Plan, as amended and restated effective January 1,
                  1998.

         5        The registrant will submit the Plans and any amendments
                  thereto to the Internal Revenue Service in a timely manner and
                  will make all changes required by the Internal Revenue Service
                  in order to qualify the Plans.

         23       Consent of Ernst & Young LLP.

         24       Powers of Attorney (included on signature pages).

ITEM 9.  UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1993;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement; and

                         (iii)      To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement

                                       7
8
                                    or any material change to such information
                                    in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;

                  2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

                  3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unallocated at the
termination of the Plans;

                  4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       8
9
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
GRAHAM-FIELD HEALTH PRODUCTS, INC. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York on this 30th day of December, 1997.

                                       GRAHAM-FIELD HEALTH PRODUCTS, INC.

                                       By:      /s/ Irwin Selinger
                                          _____________________________________
                                          Irwin Selinger
                                          Chairman of the Board
                                          and Chief Executive Officer

                  Each person whose individual signature appears below hereby
makes, constitutes and appoints Irwin Selinger to sign for such person and in
such person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                       9
10
Signature                        Title                                   Date
      ---------                        -----                                   ----
/s/ Irwin Selinger                 Chairman of the Board                      December 30, 1997
________________________           and Chief Executive                        
Irwin Selinger                     Officer and Director
                                   (Principal Executive
                                   Officer)

/s/ Gary M. Jacobs                 Vice President/Finance                     December 30, 1997
________________________           and Chief Financial                        
Gary M. Jacobs                     Officer (Principal
                                   Financial and Accounting
                                   Officer)

/s/ David P. Delaney, Jr.          Director                                   December 30, 1997
________________________
David P. Delaney, Jr.

/s/ Andrew A. Giordano             Director                                   December 30, 1997
________________________
Andrew A. Giordano

/s/ Peter Handal                   Director                                   December 30, 1997
________________________
Peter Handal

/s/ Bevil J. Hogg                  Director                                   December 30, 1997
________________________
Bevil J. Hogg

/s/ Dr. Harold Lazarus             Director                                   December 30, 1997
________________________
Dr. Harold Lazarus

/s/ Steven D. Levkoff              Director                                   December 30, 1997
________________________
Steven D. Levkoff

/s/ Louis A. Lubrano               Director                                   December 30, 1997
________________________
Louis A. Lubrano

/s/ Donald Press                   Director                                   December 30, 1997
________________________
Donald Press

/s/ Rodney F. Price                Director                                   December 30, 1997
________________________
Rodney F. Price
Pursuant to the requirements of the Securities Act of 1933, the
Graham-Field Health Products, Inc. Bargaining Employees' 401(k) Plan and the
Graham-Field Health Products, Inc. Nonbargaining Employees' 401(k) Plan have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 31st of December, 1997.

                                        GRAHAM-FIELD HEALTH PRODUCTS, INC.
                                        BARGAINING EMPLOYEES' 401(k) PLAN

                                        GRAHAM-FIELD HEALTH PRODUCTS, INC.
                                        NONBARGAINING EMPLOYEES' 401(k) PLAN

                                        By:  /s/ Gary M. Jacobs
                                             -------------------------------
                                             Gary M. Jacobs, Vice President/
                                             Finance and Chief Financial 
                                             Officer

                                      10
11
                                  EXHIBIT INDEX
Exhibit

  No.                       Document
  ---                       --------
4.1                         Graham-Field Health Products, Inc. Bargaining Employees' 401(k) Plan,
                            as amended and restated effective January 1, 1998.

4.2                         Graham-Field Health Products, Inc. Nonbargaining Employees' 401(k) Plan,
                            as amended and restated effective January 1, 1998.

23                          Consent of Ernst & Young LLP.

24                          Powers of Attorney (included on signature pages).
11