UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. 416906  10  5

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Chancey Graziano

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,211,382

6.

Shared Voting Power 
None

7.

Sole Dispositive Power 
4,211,382

8.

Shared Dispositive Power
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,211,382

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
13.6%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Harvard Bioscience, Inc.

(b)

Address of Issuer’s Principal Executive Offices
84 October Hill Road

Holliston, Massachusetts 01746

Item 2.

(a)

Name of Person Filing
Chancey Graziano

(b)

Address of Principal Business Office or, if none, Residence
84 October Hill Road

Holliston, Massachusetts 01746

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common Stock, par value $.01 per share

(e)

CUSIP Number
416906 10 5

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

4,211,382

(b)

Percent of class:   

13.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

4,211,382

(ii)

Shared power to vote or to direct the vote    

None

(iii)

Sole power to dispose or to direct the disposition of   

4,211,382

(iv)

Shared power to dispose or to direct the disposition of   

None

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Not applicable

February 10, 2006

Date

/s/ Chancey Graziano

Signature

Chancey Graziano

Name/Title