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                                                                     Exhibit 4.5


                           CERTIFICATE OF DESIGNATIONS

                                       of

                            SERIES D PREFERRED STOCK

                                       of

                       GRAHAM-FIELD HEALTH PRODUCTS, INC.

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                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

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         GRAHAM-FIELD HEALTH PRODUCTS, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), HEREBY
CERTIFIES that pursuant to the authority conferred upon the Board of Directors
of the Corporation by the provisions of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the following resolution creating a series of its Preferred Stock, par
value $.01 per share, designated as Series D Preferred Stock has been duly
adopted by the Board of Directors of the corporation:

         RESOLVED, that a series of the class of authorized Preferred Stock, par
value $.01 per share, of the Corporation (the "Preferred Stock") be hereby
created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
of such series, are as follows:

SECTION 1. Designation and Amount.

         The shares of such series shall be designated as the "Series D
Preferred Stock" (the "Series D Preferred Stock") and the number of shares
initially constituting such series shall be 2,036, which number may be increased
(but not decreased) by the Board of Directors of the Corporation (the "Board of
Directors") without a vote of stockholders. The stated value per share (the
"Stated Value") of the Series D Preferred Stock shall be $2,000.

SECTION 2. Definitions.

         Capitalized terms used herein shall have the meanings set forth in this
Section 2:

         "Board of Directors" has the meaning ascribed to such term in Section
1.

         "Certificate of Incorporation" means the Certificate of Incorporation
of the Corporation, as it may be amended or restated from time to time,
including all certificates of designations with respect to Preferred Stock.

         "Common Stock" means the common stock, par value $.025 per share, of
the Corporation.
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         "Issue Date" means May 12, 1999.

         "Person" means any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.

         "Preferred Stock" means the preferred stock, par value $.01 per share,
of the Corporation.

         "Series A Preferred Stock" means the Preferred Stock designated as the
Series A Junior Participating Preferred Stock.

         "Series B Preferred Stock" means the Preferred Stock designated as the
Series B Cumulative Convertible Preferred Stock.

         "Series C Preferred Stock" means the Preferred Stock designated as the
Series C Cumulative Convertible Preferred Stock.

         "Series D Preferred Stock" has the meaning ascribed in Section 1.

         "Stated Value" has the meaning ascribed in Section 1.

SECTION 3. Dividends and Distributions.

         (a) In case the Corporation shall at any time or from time to time
after the Issue Date declare, order, pay or make a dividend or other
distribution (including, without limitation, any distribution of stock or other
securities or property or rights or warrants to subscribe for securities of the
Corporation or any of its subsidiaries by way of dividend or spinoff) on the
Common Stock, then, and in each such case, the holders of shares of Series D
Preferred Stock shall be entitled to receive from the Corporation, with respect
to each one-one thousandth of a share of Series D Preferred Stock held, the same
dividend or distribution received or to be received by a holder of one share of
Common Stock.

         (b) The holders of shares of Series D Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided in
this Section 3.

         (c) Unless all dividends and distributions on the outstanding shares of
Series D Preferred Stock that shall have accrued and be payable as of any date
shall have been paid in full, or declared and funds or property, as appropriate,
irrevocably set apart for payment thereof, no dividend or other distribution
shall be paid to holders of Common Stock.

SECTION 4. Voting Rights.

         (a) So long as any shares of Series D Preferred Stock remain
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least two-thirds of the shares of Series D Preferred Stock
outstanding at the time, either in writing or at a meeting (voting separately as
a class), amend, alter or repeal the provisions of the Certificate of
Incorporation, whether by merger, consolidation or otherwise, so as to adversely
affect any right, preference, privilege or voting power of the Series D
Preferred Stock or the holders thereof in their capacity as such.

         (b) Except as provided in this Section 4 or in the Certificate of
Incorporation, or as required by law, the holders of shares of Series D
Preferred Stock shall have no special voting rights and their consent shall not
be required for the taking of any corporation action.


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SECTION 5. Reacquired Shares.

         Any shares of Series D Preferred Stock converted, purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof, and, if necessary to
provide for the lawful purchase of such shares, the capital represented by such
shares shall be reduced in accordance with the DGCL. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of another series of Preferred Stock.

SECTION 6. Liquidation, Dissolution or Winding Up.

         (a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of
shares of Series D Preferred Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to its stockholders, an
amount per share of Series D Preferred Stock equal to the greater of (i) the
Stated Value plus all accrued and unpaid dividends thereon to the date of such
payment ("Liquidation Preference"), and (ii) the aggregate amount of cash and
other property which a holder of 1,000 shares of Common Stock is entitled to
receive in connection with such Liquidation. No distribution shall be made to
the holders of shares of Common Stock upon a Liquidation unless, prior thereto,
the holders of shares of Series D Preferred Stock shall have received the amount
to which they are entitled under this paragraph (a).

         (b) In the event that the assets of the Corporation available for
distribution to the holders of the Series D Preferred Stock upon any Liquidation
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to paragraph (a) of this Section 6, such assets of the
Corporation which are so available shall be allocated pro rata on a
share-by-share basis among all shares of Series D Preferred Stock at the time
outstanding.

         (c) For purposes of this Section 6, a Liquidation shall be deemed to
include any sale of substantially all of the assets or equity securities of the
Corporation, consolidation, merger or other business combination of the
Corporation with or into any other Person or Persons.

SECTION 7. Registration of Transfer.

         The Corporation shall keep at its principal office a register for the
registration of Series D Preferred Stock. Upon the surrender of any certificate
representing Series D Preferred Stock at such place, the Corporation shall, at
the request of the record holder of such certificate, execute and deliver (at
the Corporation's expense) a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares of Series D
Preferred Stock represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
shares of Series D Preferred Stock as is requested by the holder of the
surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and dividends shall accrue on the Series D Preferred
Stock represented by such new certificate from the date to which dividends have
been fully paid on such Series D Preferred Stock represented by the surrendered
certificate.

SECTION 8. Replacement.

         Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing shares
of Series D Preferred Stock, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and


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deliver in lieu of such certificate a new certificate of like kind representing
the number of shares of Series D Preferred Stock represented by such lost,
stolen, destroyed or mutilated certificate dated the date of such lost, stolen,
destroyed or mutilated certificate, and dividends shall accrue on the Series D
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

SECTION 9. Legal Expenses.

         The Corporation agrees that, in the event that a holder or holders of
Series D Preferred Stock shall bring any legal action or proceeding to enforce
or to seek damages or other relief arising from an alleged breach of any term or
provision of the Series D Preferred Stock by the Corporation and such holder or
holders prevail in any such action or proceeding, such prevailing holder or
holders shall be entitled to an award of, and the Corporation shall pay, the
reasonable fees and expenses of legal counsel to such prevailing holder or
holders.

         IN WITNESS WHEREOF, Graham-Field Health Products, Inc. has caused this
Certificate of Designations of Series D Preferred Stock to be duly executed by
its President and attested to by its Secretary and has caused its corporate seal
to be affixed hereto this 14th day of May, 1999.


                                              GRAHAM-FIELD HEALTH PRODUCTS, INC.



                                               By: /s/ John G. McGregor
                                                  ______________________________
                                                  President

[SEAL]

Attest:



By: /s/ Richard S. Kolodny
   ___________________________________
   Secretary


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