UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
ALLIED HEALTHCARE PRODUCTS, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities
019222108
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 2004
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
Amendment No. 5
CUSIP NO. 019222108
1. Name of Reporting Person
SS or Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.000%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
Amendment No. 5
CUSIP NO. 019222108
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bruce C. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 98,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
98,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.253%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
Amendment No. 5
INTRODUCTION
The ownership of shares ("Shares") of Common Stock of
the Issuer was previously reported by the Reporting Persons in a
Schedule 13D, which was filed with the Securities and Exchange
Commission on August 5, 1999, as amended by Schedule 13D
Amendment No. 1, which was filed with the Securities and Exchange
Commission on November 29, 1999, as amended by Schedule 13D
Amendment No. 2, which was filed with the Securities and Exchange
Commission on December 1, 2000, as amended by Schedule 13D
Amendment No. 3, which was filed with the Securities and Exchange
Commission on October 24, 2003, as amended by Schedule 13D
Amendment No. 4, which was filed with the Securities and Exchange
Commission on March 16, 2004 ("Amendment No. 4"). Since the
filing of Amendment No. 4, the ownership of Shares by the
Reporting Persons has changed, and the number of Shares now held
by the Reporting Persons is 1,076,500 Shares.
The Cover Pages for the Reporting Persons whose
ownership of Shares has changed since the filing of Amendment No.
4 are hereby amended as shown in this Amendment No. 5. Item 5 is
hereby amended as shown in this Amendment No. 5. All other Cover
Pages and Items remain unchanged from the previous Schedule 13D,
as amended.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS A
STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I)
ARE ACTING AS A GROUP IN THE ACQUISITION OF THE
SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN
THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III)
FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE
BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES
IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN
THIS STATEMENT TO HAVE A BENEFICIAL INTEREST.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership,
in the manner hereinafter described, of 1,076,500 Shares of the
Issuer:
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
The Cameron Baird -0- 0.000%
Foundation
Aries Hill Corp. 50,000 0.640%
Bruce C. Baird 98,000 (2) 1.253%
Brent D. Baird 78,500 (3) 1.004%
First Carolina Investors, 850,000 10.872%
Inc. ______ ______
TOTAL 1,076,500 13.769%
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 7,818,432 Shares
as of November 5, 2004 (as reported in the Issuer's
Form 10-Q for the quarter ended September 30, 2004).
(2) 48,000 of such Shares are held by Bruce C.
Baird individually and 50,000 of such Shares
are held by Bruce C. Baird's Individual
Retirement Account.
(3) 68,500 of such Shares are held by Brent D.
Baird individually and 10,000 of such Shares
are held by Brent D. Baird's retirement plan.
(b) The Reporting Persons have sole voting and sole
dispositive power over the Shares enumerated in paragraph (a).
(c) The following transactions of the Shares were effected
during the past sixty days:
Price/Share (in
Dollars
Sale In The Name Commissions not
Of Date Number of Shares included)
Cameron Baird 11/23/04 7,085 7.18922
Foundation
The transaction was effected through an open-market sale.
In addition, on November 9, 2004, Bruce C. Baird transferred
2,000 shares as gifts to charitable organizations.
(d) Not applicable
(e) Not applicable
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 24th day of November, 2004.
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
Bruce C. Baird
By: s/Brian D. Baird
Brian D. Baird, as attorney-in-fact