<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)<F1>
OCAL, INC.
__________
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
_______________________________________
(Title of Class of Securities)
0006744891
__________
(CUSIP Number)
OCTOBER 6, 1998
_______________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
_X_ Rule 13d-1(d)
____________________________
[FN]
<F1>
The remainder of this cover page shall be filled 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 the
disclosures provided in a prior cover page.
The information required in 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).
</FN>
<PAGE>
CUSIP No. 0006744891 13G Page 2 of 10 Pages
___
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
ILAN BENDER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) ___
(b) _X_**
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF | 5. SOLE VOTING POWER: 0
SHARES |
BENEFICIALLY | 6. SHARED VOTING POWER: 3,066,379
OWNED BY |
EACH | 7. SOLE DISPOSITIVE POWER: 2,156,379
REPORTING |
PERSON WITH | 8. SHARED DISPOSITIVE POWER: 910,000
9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON: 3,066,379
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<F1>
___ N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 54.0%
12. TYPE OF REPORTING PERSON<F1>: IN
[FN]
<F1> SEE INSTRUCTIONS BEFORE FILLING OUT
</FN>
<PAGE>
CUSIP No. 0006744891 13G Page 3 of 10 Pages
___
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
BENDER REALTY LTD., A CALIFORNIA LIMITED PARTNERSHIP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) ___
(b) _X_**
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF | 5. SOLE VOTING POWER: 0
SHARES |
BENEFICIALLY | 6. SHARED VOTING POWER: 910,000
OWNED BY |
EACH | 7. SOLE DISPOSITIVE POWER: 910,000
REPORTING |
PERSON WITH | 8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON: 910,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<F1>
___ N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 16.0%
12. TYPE OF REPORTING PERSON<F1>: PN
[FN]
<F1> SEE INSTRUCTIONS BEFORE FILLING OUT
</FN>
<PAGE>
CUSIP No. 0006744891 13G Page 4 of 10 Pages
___
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
ADINA BENDER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) ___
(b) _X_**
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF | 5. SOLE VOTING POWER: 0
SHARES |
BENEFICIALLY | 6. SHARED VOTING POWER: 910,000
OWNED BY |
EACH | 7. SOLE DISPOSITIVE POWER: 0
REPORTING |
PERSON WITH | 8. SHARED DISPOSITIVE POWER: 910,000
9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON: 910,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<F1>
___ N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 16.0%
12. TYPE OF REPORTING PERSON<F1>: IN
[FN]
<F1> SEE INSTRUCTIONS BEFORE FILLING OUT
</FN>
<PAGE>
Page 5 of 10 Pages
ITEM 1(a). NAME OF ISSUER:
Ocal, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
14538 Keswick Street
Van Nuys, California 91405
ITEMS 2(a) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF
AND 2(b). NONE, RESIDENCE:
The name and address of each filing person are as follows:
(a) Ilan Bender
14538 Keswick Street
Van Nuys, California 91405
(b) Bender Realty Ltd.,
a California Limited Partnership
14538 Keswick Street
Van Nuys, California 91405
(c) Adina Bender
14538 Keswick Street
Van Nuys, California 91405
ITEM 2(c). CITIZENSHIP:
Ilan Bender and Adina Bender are both citizens of the United
States. Bender Realty Ltd., a California Limited Partnership, is
a limited partnership organized under the laws of the State of
California.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value per share
ITEM 2(e). CUSIP NUMBER:
0006744891
<PAGE>
Page 6 of 10 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(c) ___ Broker or dealer registered under Section 15 of the Act,
(d) ___ Bank as defined in Section 3(a)(6) of the Act,
(e) ___ Insurance company as defined in Section 3(a)(19) of the
Act,
(f) ___ Investment Company registered under Section 8 of the
Investment Company Act,
(g) ___ Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(h) ___ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund;
see 13d-1(b)(1)(ii)(F),
(i) ___ Parent Holding company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable
ITEM 4(a)- OWNERSHIP.
(c).
The information contained in items 1 and 5-11 on the cover pages
(pp. 2-4) of this Schedule is hereby incorporated by reference.
Ilan Bender is the founder, Chairman of the Board, Chief Executive
Officer and President of Ocal, Inc. (the "Company"). As of
October 6, 1998, Mr. Bender was the beneficial and record owner of
2,156,379 shares of the Company's common stock, $.001 par value
(the "Common Stock"). As of October 6, 1998, Bender Realty Ltd, a
California Limited Partnership ("Bender Realty"), was the
beneficial and record owner of 910,000 shares of the Common Stock.
Mr. and Mrs. Bender are the only general partners of Bender
Realty, and each of Mr. and Mrs. Bender are the beneficial owners
of the shares held by Bender Realty.
<PAGE>
Page 7 of 10 Pages
The Company has entered into an Agreement and Plan of Merger dated
as of October 6, 1998 (the "Merger Agreement"), among Thomas &
Betts Corporation, a Tennessee corporation ("T&B"), Ocal
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of T&B ("Merger Sub"), the Company and Mr. Bender and
Bender Realty, pursuant to which Merger Sub will be merged with
and into the Company, and the Company, as the surviving
corporation of the Merger will become a wholly-owned subsidiary of
T&B (the "Merger"). In the Merger, each share of the Company's
Common Stock will be converted into the right to receive
approximately $3.54 in cash, subject to adjustment under certain
circumstances as set forth in the Merger Agreement.
Pursuant to the Merger Agreement, Mr. Bender, on behalf of himself
and Bender Realty, has agreed to vote the shares of the Company's
Common Stock that he and Bender Realty hold in favor of the
approval of the Merger and approval and adoption of the Merger
Agreement; provided however, that Mr. Bender's voting obligations
will terminate if (i) the Board of the Directors of the Company
withdraws its recommendation of the Merger Agreement or (ii) the
Merger Agreement is terminated for any reason.
**The Reporting Persons expressly declare that Mr. Bender's
agreement to vote the shares of the Company's Common Stock that
Mr. Bender and Bender Realty hold in favor of the approval of the
Merger and the approval and adoption of the Merger Agreement shall
not be construed as an admission that Mr. Bender, Bender Realty
and T&B are members of a "group" for the purposes of Section 13(d)
or 13(g) of the Securities and Exchange Act of 1934.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
<PAGE>
Page 8 of 10 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Items 4(a)-4(c).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
<PAGE>
Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 23, 1998
/s/ Ilan Bender
_______________________________
Ilan Bender
/s/ Adina Bender
_______________________________
Adina Bender
Bender Realty Ltd.,
a California Limited Partnership
By: /s/ Ilan Bender
____________________________
Ilan Bender, General Partner
<PAGE>
Page 10 of 10 Pages
EXHIBIT INDEX
1. Joint Filing Agreement dated May 19, 1998 by and among Ilan Bender, Bender
Realty Ltd., a California Limited Partnership and Adina Bender incorporated
by reference to Exhibit 1 in the Schedule 13G (File No. 005-48353), filed
by such persons with the SEC on February 12, 1998.
2. Agreement and Plan of Merger, dated as of October 6, 1998, among Thomas &
Betts Corporation, Ocal Acquisition Corp., Ocal, Inc. and certain
stockholders of Ocal, Inc. incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K (File No. 0-27748), filed with the
SEC on October 19, 1998.
