1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING
                                                                          1-8801
                                                                 SEC File Number

                                                                     384632 10 5
                                                                    CUSIP NUMBER


[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR


For Period Ended...............................................December 31, 1998

[ ]  Transition  Report  on Form  10-K 

[ ]  Transition  Report  on Form 20-F 

[ ]  Transition Report on Form 11-K 

[ ]  Transition Report on Form 10-Q 

[ ]  Transition Report on Form N-SAR


         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:  Not
Applicable.

PART I -- REGISTRANT INFORMATION

                       Graham-Field Health Products, Inc.
               FULL NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
                                 Not Applicable
                            FORMER NAME IF APPLICABLE
                                81 Spence Street
                     ADDRESSES OF PRINCIPAL EXECUTIVE OFFICE
                            Bay Shore, New York 11706
                            CITY, STATE AND ZIP CODE

PART II -- RULES 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed.

         (a)      The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense.          Yes [x]                            No [ ]

   2
         (b) The subject  annual  report on Form 10-K will be filed on or before
the fifteenth calendar day following the prescribed due date. Yes [X] No [ ] See
explanation below.

                  Graham-Field Health Products, Inc., (the "Company") intends to
use its best  efforts to file its Annual  Report on Form 10-K for the year ended
December 31, 1998 (the "Form 10-K") on or before the fifteenth  (15th)  calendar
day following the prescribed due date,  however,  there can be no assurance that
the Company will be able to file the Form 10-K on such date.

         (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable. Not Applicable.

PART III -- NARRATIVE

State  below in  reasonable  detail the  reasons  why the Form 10-K could not be
filed within the prescribed period.

         As  a  result  of  the  previously  announced  internal   investigation
conducted  by the Audit  Committee  of the Board of  Directors  of the  Company,
certain  accounting  irregularities  and errors have been  identified  that will
likely have a material effect on the Company's 1996 and 1997 operating  results,
requiring the Company to restate its financial statements for 1996 and 1997. The
Company is currently working to determine the amount of adjustments that will be
required to be made to the 1996 and 1997 financial  statements,  which will then
be subject to audit by the Company's independent  auditors.  The Company expects
this process to be completed as soon as reasonably practicable. Accordingly, the
completion of the Company's 1998 year-end audit will not be able to be completed
as  scheduled  and the Company will not be able to file its Form 10-K within the
prescribed  period.  In  addition,  recent  management  changes at the  Company,
including the  appointment of a new President and Chief Executive  Officer,  and
Chief Financial  Officer as of March 24, 1999, has also contributed to the delay
in the completion of the Company's 1998 financial  statements and preparation of
the Form 10-K.

PART IV -- OTHER INFORMATION

         (1) Name and  telephone  number of person to  contact in regard to this
notification:

                                John G. McGregor
                      President and Chief Executive Officer
                                 (516) 273-2200

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) has been filed?  If the answer is
no, identify report(s).   Yes [x]    No [ ]


   3
         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof: Yes [X] No [ ] See explanation below.

         In view of the delay in the  completion of the Company's  1998 year-end
audit  and  release  of the  Company's  1998  financial  statements  and  recent
management  changes,  including  the  appointment  of a new  President and Chief
Executive  Officer and Chief Financial Officer as of March 24, 1999, the Company
is not currently in a position to reasonably  estimate the financial results for
the year ended December 31, 1998. However,  the Company anticipates  reporting a
significant loss for the year ended December 31, 1998.

         Graham-Field  Health Products,  Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.


March 30, 1999                        /s/ John G. McGregor               
                                      -----------------------------------
                                      John G. McGregor
                                      President and Chief
                                      Executive Officer