<PAGE>   1
                                                   Registration No. 333-________

    As filed with the Securities and Exchange Commission on December 30, 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)
                                ----------------

                     VISTA RESOURCES, INC. STOCK OPTION PLAN

                              VISTA RESOURCES, INC.
                             1992 STOCK OPTION PLAN

                             FUQUA ENTERPRISES, INC.
                          1995 LONG-TERM INCENTIVE PLAN

                             FUQUA ENTERPRISES, INC.
                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plans)
                                ----------------

Richard S. Kolodny                                     Copies to:
Vice-President, General Counsel                        Robert S. Reder, Esq.
  and Secretary                                        Milbank, Tweed, Hadley
Graham-Field Health Products, Inc.                       & McCloy
400 Rabro Drive East                                   1 Chase Manhattan Plaza
Hauppauge, New York  11788                             New York, New York  10005
(516) 582-5900                                         (212) 530-5000


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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
============================================================================================
                                         Proposed        Proposed Maximum
Title of Securities  Amount to be    Maximum Offering   Aggregate Offering      Amount of
to be Registered     Registered(1)  Price Per Share(2)        Price         Registration Fee
============================================================================================
<S>                  <C>            <C>                 <C>                 <C>
 Common Stock,
(par value $.025
 per share)          1,094,940          $15.3125          $16,766,268.75       $4,946.05
============================================================================================
</TABLE>

(1)   Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission under
      the Securities Act of 1933,  the amount of the  registration  fee has been
      computed  with  respect  to the  maximum  number  of  shares  issuable  in
      substitution  for  shares  of common  stock,  par  value  $2.50,  of Fuqua
      Enterprises,  Inc.  ("Fuqua"),  upon the  exercise  of options  previously
      granted  under the stock  option  plans of Fuqua  which  were  assumed  by
      Graham-Field  Health Products,  Inc. (the "Registrant") in accordance with
      the terms of an Agreement and Plan of Merger dated as of September 5, 1997
      as amended as of  September  29,  1997 by and among the  Registrant,  GFHP
      Acquisition Corp., a wholly-owned subsidiary of the Registrant, and Fuqua.

(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.


                                        2
<PAGE>   3
PART I

ITEM 1. PLAN INFORMATION

            This Registration Statement relates to the registration of 1,199,940
shares of Common  Stock,  $.025 par value  per  share,  of  Graham-Field  Health
Products,  Inc. (the  "Registrant")  to be issued in substitution  for shares of
Fuqua  Enterprises,  Inc.  ("Fuqua")  upon the  exercise  of options  previously
granted  under the Vista  Resources,  Inc.  Stock  Option  Plan,  the 1992 Vista
Resources,  Inc. Stock Option Plan, the Fuqua 1995 Long-Term  Incentive Plan and
the Fuqua  1995 Stock  Option  Plan For  Outside  Directors  (collectively,  the
"Plans") which were assumed by the Registrant in accordance with the terms of an
Agreement  and Plan of Merger dated as of  September  5, 1997,  as amended as of
September  29,  1997 by and among the  Registrant,  GFHP  Acquisition  Corp.,  a
wholly-owned  subsidiary of the Registrant and Fuqua.  Documents  containing the
information  required by Part I of the  Registration  Statement  will be sent or
given  to  participants  in the  Plans  as  specified  by Rule  428(b)(1).  Such
documents  are not  filed  with the  Securities  and  Exchange  Commission  (the
"Commission" or the "SEC") either as part of this  Registration  Statement or as
prospectuses or prospectus  supplements pursuant to Rule 424 in reliance on Rule
428.

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).


                                        3
<PAGE>   4
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,  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


                                        4
<PAGE>   5
"Bylaws")  and the Rights  Agreement  dated as if  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 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


                                        5
<PAGE>   6
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 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.


                                        6
<PAGE>   7
            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.

ITEM 8. LIST OF EXHIBITS

      4.1   Vista Resources,  Inc. Stock Option Plan. (Incorporated by reference
            to Exhibit 10(c) of Vista  Resources,  Inc.'s Current Report on Form
            10-K for the fiscal year ended on December 31, 1989.)

      4.2   1992 Vista  Resources,  Inc.  Stock  Option Plan.  (Incorporated  by
            reference  to Exhibit  28 of Vista  Resources,  Inc.'s  Registration
            Statement on Form S-8, as amended  (Commission  File No.  33-54164),
            filed  under  the  Securities  Act of  1933,  as  amended,  with the
            Commission on November 4, 1992.)

      4.3   Fuqua   Enterprises,   Inc.'s   1995   Long-Term   Incentive   Plan.
            (Incorporated by reference to Exhibit A of Fuqua Enterprises, Inc.'s
            Proxy  Statement on Schedule 14-A dated April 15, 1996,  filed under
            the Securities Exchange Act of 1934, as amended.)

      4.4   Fuqua  Enterprises,  Inc.'s  1995  Stock  Option  Plan  For  Outside
            Directors.   (Incorporated  by  reference  to  Exhibit  B  of  Fuqua
            Enterprises, Inc.'s Proxy Statement on Schedule 14-A dated April 15,
            1996, filed under the Securities Exchange Act of 1934.)

      5     Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
            Common Stock registered hereby.


                                        7
<PAGE>   8
      23.1  Consent of Milbank, Tweed, Hadley & McCloy (contained in the opinion
            included as Exhibit 5).

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8, and 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;


                                        8
<PAGE>   9
            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 Plan;

            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 the 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.


                                        9
<PAGE>   10
                                   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.


                                       10
<PAGE>   11
        Signature                 Title                        Date


/s/ Irwin Selinger                Chairman of the Board
_________________________         and Chief Executive          December 30, 1997
Irwin Selinger                    Officer and Director
                                  (Principal Executive
                                  Officer)


/s/ Gary M. Jacobs                Vice President/Finance
_________________________         and Chief Financial          December 30, 1997
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


                                       11
<PAGE>   12
/s/ Donald Press                  Director                     December 30, 1997
_________________________
Donald Press


/s/ Rodney F. Price               Director                     December 30, 1997
_________________________
Rodney F. Price


                                       12
<PAGE>   13
                                  EXHIBIT INDEX



Exhibit
  No.               Document


4.1                 Vista Resources, Inc. Stock Option Plan. (Incorporated by
                    reference to Exhibit 10(c) of Vista Resources, Inc's Current
                    Report on Form 10-K for the fiscal year ended on December
                    31, 1989.)

4.2                 1992 Vista Resources, Inc. Stock Option Plan. (Incorporated
                    by reference to Exhibit 28 of Vista Resources, Inc.'s
                    Registration Statement on Form S-8, as amended (Commission
                    File No. 33-54164), filed under the Securities Act of 1933,
                    as amended, with the Commission on November 4, 1992.)

4.3                 Fuqua Enterprises, Inc.'s 1995 Long-Term Incentive Plan.
                    (Incorporated by reference to Exhibit A of Fuqua
                    Enterprises, Inc's Proxy Statement on Schedule 14-A dated
                    April 15, 1996, filed under the Securities Exchange Act of
                    1934, as amended.)

4.3                 Fuqua Enterprises, Inc.'s 1995 Stock Option Plan For Outside
                    Directors. (Incorporated by reference to Exhibit B of Fuqua
                    Enterprises, Inc's Proxy Statement on Schedule 14-A dated
                    April 15, 1996, filed under the Securities Exchange Act of
                    1934.)

5                   Opinion of Milbank, Tweed, Hadley & McCloy as to the
                    legality of the Common Stock registered hereby.

23.1                Consent of Milbank, Tweed, Hadley & McCloy (contained in the
                    opinion included as Exhibit 5).

23.2                Consent of Ernst & Young LLP.

24                  Powers of Attorney (included on signature pages).


                                       13
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1
                                                   Registration No. 333-________

    As filed with the Securities and Exchange Commission on December 30, 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)
                                ----------------

                     VISTA RESOURCES, INC. STOCK OPTION PLAN

                              VISTA RESOURCES, INC.
                             1992 STOCK OPTION PLAN

                             FUQUA ENTERPRISES, INC.
                          1995 LONG-TERM INCENTIVE PLAN

                             FUQUA ENTERPRISES, INC.
                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plans)
                                ----------------

Richard S. Kolodny                                     Copies to:
Vice-President, General Counsel                        Robert S. Reder, Esq.
  and Secretary                                        Milbank, Tweed, Hadley
Graham-Field Health Products, Inc.                       & McCloy
400 Rabro Drive East                                   1 Chase Manhattan Plaza
Hauppauge, New York  11788                             New York, New York  10005
(516) 582-5900                                         (212) 530-5000

(Name, Address and Telephone
Number of Agent for Service)
2
                                ----------------
CALCULATION OF REGISTRATION FEE
============================================================================================
                                         Proposed        Proposed Maximum
Title of Securities  Amount to be    Maximum Offering   Aggregate Offering      Amount of
to be Registered     Registered(1)  Price Per Share(2)        Price         Registration Fee
============================================================================================
Common Stock,
(par value $.025
 per share)          1,094,940          $15.3125          $16,766,268.75       $4,946.05
============================================================================================
(1)   Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission under
      the Securities Act of 1933,  the amount of the  registration  fee has been
      computed  with  respect  to the  maximum  number  of  shares  issuable  in
      substitution  for  shares  of common  stock,  par  value  $2.50,  of Fuqua
      Enterprises,  Inc.  ("Fuqua"),  upon the  exercise  of options  previously
      granted  under the stock  option  plans of Fuqua  which  were  assumed  by
      Graham-Field  Health Products,  Inc. (the "Registrant") in accordance with
      the terms of an Agreement and Plan of Merger dated as of September 5, 1997
      as amended as of  September  29,  1997 by and among the  Registrant,  GFHP
      Acquisition Corp., a wholly-owned subsidiary of the Registrant, and Fuqua.

(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.

                                        2
3
PART I

ITEM 1. PLAN INFORMATION

            This Registration Statement relates to the registration of 1,199,940
shares of Common  Stock,  $.025 par value  per  share,  of  Graham-Field  Health
Products,  Inc. (the  "Registrant")  to be issued in substitution  for shares of
Fuqua  Enterprises,  Inc.  ("Fuqua")  upon the  exercise  of options  previously
granted  under the Vista  Resources,  Inc.  Stock  Option  Plan,  the 1992 Vista
Resources,  Inc. Stock Option Plan, the Fuqua 1995 Long-Term  Incentive Plan and
the Fuqua  1995 Stock  Option  Plan For  Outside  Directors  (collectively,  the
"Plans") which were assumed by the Registrant in accordance with the terms of an
Agreement  and Plan of Merger dated as of  September  5, 1997,  as amended as of
September  29,  1997 by and among the  Registrant,  GFHP  Acquisition  Corp.,  a
wholly-owned  subsidiary of the Registrant and Fuqua.  Documents  containing the
information  required by Part I of the  Registration  Statement  will be sent or
given  to  participants  in the  Plans  as  specified  by Rule  428(b)(1).  Such
documents  are not  filed  with the  Securities  and  Exchange  Commission  (the
"Commission" or the "SEC") either as part of this  Registration  Statement or as
prospectuses or prospectus  supplements pursuant to Rule 424 in reliance on Rule
428.

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).

                                        3
4
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,  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

                                        4
5
"Bylaws")  and the Rights  Agreement  dated as if  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 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

                                        5
6
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 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.

                                        6
7
            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.

ITEM 8. LIST OF EXHIBITS

      4.1   Vista Resources,  Inc. Stock Option Plan. (Incorporated by reference
            to Exhibit 10(c) of Vista  Resources,  Inc.'s Current Report on Form
            10-K for the fiscal year ended on December 31, 1989.)

      4.2   1992 Vista  Resources,  Inc.  Stock  Option Plan.  (Incorporated  by
            reference  to Exhibit  28 of Vista  Resources,  Inc.'s  Registration
            Statement on Form S-8, as amended  (Commission  File No.  33-54164),
            filed  under  the  Securities  Act of  1933,  as  amended,  with the
            Commission on November 4, 1992.)

      4.3   Fuqua   Enterprises,   Inc.'s   1995   Long-Term   Incentive   Plan.
            (Incorporated by reference to Exhibit A of Fuqua Enterprises, Inc.'s
            Proxy  Statement on Schedule 14-A dated April 15, 1996,  filed under
            the Securities Exchange Act of 1934, as amended.)

      4.4   Fuqua  Enterprises,  Inc.'s  1995  Stock  Option  Plan  For  Outside
            Directors.   (Incorporated  by  reference  to  Exhibit  B  of  Fuqua
            Enterprises, Inc.'s Proxy Statement on Schedule 14-A dated April 15,
            1996, filed under the Securities Exchange Act of 1934.)

      5     Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
            Common Stock registered hereby.

                                        7
8
      23.1  Consent of Milbank, Tweed, Hadley & McCloy (contained in the opinion
            included as Exhibit 5).

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8, and 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;

                                        8
9
            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 Plan;

            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 the 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.

                                        9
10
                                   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.

                                       10
11
        Signature                 Title                        Date

/s/ Irwin Selinger                Chairman of the Board
_________________________         and Chief Executive          December 30, 1997
Irwin Selinger                    Officer and Director
                                  (Principal Executive
                                  Officer)

/s/ Gary M. Jacobs                Vice President/Finance
_________________________         and Chief Financial          December 30, 1997
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

                                       11
12
/s/ Donald Press                  Director                     December 30, 1997
_________________________
Donald Press

/s/ Rodney F. Price               Director                     December 30, 1997
_________________________
Rodney F. Price

                                       12
13
                                  EXHIBIT INDEX

Exhibit
  No.               Document

4.1                 Vista Resources, Inc. Stock Option Plan. (Incorporated by
                    reference to Exhibit 10(c) of Vista Resources, Inc's Current
                    Report on Form 10-K for the fiscal year ended on December
                    31, 1989.)

4.2                 1992 Vista Resources, Inc. Stock Option Plan. (Incorporated
                    by reference to Exhibit 28 of Vista Resources, Inc.'s
                    Registration Statement on Form S-8, as amended (Commission
                    File No. 33-54164), filed under the Securities Act of 1933,
                    as amended, with the Commission on November 4, 1992.)

4.3                 Fuqua Enterprises, Inc.'s 1995 Long-Term Incentive Plan.
                    (Incorporated by reference to Exhibit A of Fuqua
                    Enterprises, Inc's Proxy Statement on Schedule 14-A dated
                    April 15, 1996, filed under the Securities Exchange Act of
                    1934, as amended.)

4.3                 Fuqua Enterprises, Inc.'s 1995 Stock Option Plan For Outside
                    Directors. (Incorporated by reference to Exhibit B of Fuqua
                    Enterprises, Inc's Proxy Statement on Schedule 14-A dated
                    April 15, 1996, filed under the Securities Exchange Act of
                    1934.)

5                   Opinion of Milbank, Tweed, Hadley & McCloy as to the
                    legality of the Common Stock registered hereby.

23.1                Consent of Milbank, Tweed, Hadley & McCloy (contained in the
                    opinion included as Exhibit 5).

23.2                Consent of Ernst & Young LLP.

24                  Powers of Attorney (included on signature pages).

                                       13