<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)<F1>
OCAL, INC.
__________
(Name of Issuer)
Common Stock, $.001 par value per share
_______________________________________
(Title of Class of Securities)
0006744891
__________
(CUSIP Number)
May 14, 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 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 9 Pages
___
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Ilan Bender
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) ___
(b) ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF | 5. SOLE VOTING POWER: 2,156,379
SHARES |
BENEFICIALLY | 6. SHARED VOTING POWER: 910,000
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 9 Pages
___
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Bender Realty Ltd., a California Limited Partnership 95-4685838
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) ___
(b) ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF | 5. SOLE VOTING POWER: 910,000
SHARES |
BENEFICIALLY | 6. SHARED VOTING POWER: 0
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 9 Pages
___
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Adina Bender
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) ___
(b) ___
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 9 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
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ___ Broker or dealer registered under Section 15 of the
Exchange Act,
(b) ___ Bank as defined in Section 3(a)(6) of the Exchange Act,
<PAGE>
Page 6 of 9 Pages
(c) ___ Insurance company as defined in Section 3(a)(19) of the
Exchange Act,
(d) ___ Investment company registered under Section 8 of the
Investment Company Act,
(e) ___ An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) ___ An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) ___ A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G),
(h) ___ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) ___ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act,
(j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. ___
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 May
14, 1998, Mr. Bender was the beneficial and record owner of
3,066,379 shares of the Company's common stock, $.001 par value
(the "Common Stock"), representing 54% of the Company's
outstanding shares. Mr. Bender acquired 3,045,379 of these shares
prior to the Company's initial public offering in March 1996.
On May 14, 1998, Mr. Bender transferred 910,000 of such shares to
Bender Realty Ltd., a California Limited Partnership ("Bender
Realty"), the limited partners of which are (i) Mr. Bender, (ii)
Adina Bender (Mr. Bender's spouse), and (iii) entities of which
their children and grandchildren, and the spouses of their
children, are the direct or indirect owners or beneficiaries. 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.
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
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Page 7 of 9 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.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
Not Applicable
<PAGE>
Page 8 of 9 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.
/s/ Ilan Bender
_______________
Ilan Bender
May 19, 1998
_______________
(Date)
Bender Realty Ltd., a California Limited Partnership
By: /s/ Ilan Bender
_______________
Ilan Bender, General Partner
May 19, 1998
_______________
(Date)
/s/ Adina Bender
________________
Adina Bender
May 19, 1998
________________
(Date)
<PAGE>
Page 9 of 9 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.
<PAGE>
EXHIBIT 1
_________
JOINT FILING AGREEMENT
The undersigned hereby agree that any statement of Schedule 13G to be filed
with the Securities and Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to the securities of Ocal, Inc.
may be filed by any of the undersigned as a joint filing of all of the
undersigned.
Dated: May 19, 1998
/s/ Ilan Bender
_______________
Ilan Bender
Bender Realty Ltd.,
a California Limited Partnership
By: /s/ Ilan Bender
_______________
Ilan Bender, General Partner
/s/ Adina Bender
________________
Adina Bender
