RESOURCE GENERAL CORP, SC 13D/A, 1996-06-07

RESOURCE GENERAL CORP
SC 13D/A, 1996-06-07
METALWORKG MACHINERY & EQUIPMENT

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<PAGE> 1
PAGE 1 OF 20 PAGES
----------------- --------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3
TO
SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

RESOURCE GENERAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)

761210 103
------------------------------
(CUSIP Number)

KENNETH J. WARREN
41 SOUTH HIGH STREET, SUITE 2300
COLUMBUS, OHIO 43215
(614) 222-3015
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

MAY 28, 1996
-------------------------------------------------------
(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 / /.

Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
<PAGE> 2
SCHEDULE 13D

- ------------------------------ -------------------------------

CUSIP NO. 761210 103 PAGE 2 OF 20 PAGES
---------------- -------- --------
- ------------------------------ -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bob Binsky ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /

- --------------------------------------------------------------------------------
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

Canadian
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF
139,874
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY 0
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING
139,874
PERSON ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

159,874
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D

- ------------------------------ -------------------------------

CUSIP NO. 761210 103 PAGE 3 OF 20 PAGES
---------------- -------- --------
- ------------------------------ -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael W. Gardner ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /

- --------------------------------------------------------------------------------
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

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF
0
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY 1,000
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING
0
PERSON ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH

1,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D

- ------------------------------ -------------------------------

CUSIP NO. 761210 103 PAGE 4 OF 20 PAGES
---------------- -------- --------
- ------------------------------ -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Theodore P. Schwartz ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /

- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF, SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF
12,148
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY 0
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING
12,148
PERSON ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,148
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.10%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D

- ------------------------------ -------------------------------

CUSIP NO. 761210 103 PAGE 5 OF 20 PAGES
---------------- -------- --------
- ------------------------------ -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Charles T. Sherman ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /

- --------------------------------------------------------------------------------
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

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF
70,598
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY 0
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING
70,598
PERSON ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

89,798
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D

- ------------------------------ -------------------------------

CUSIP NO. 761210 103 PAGE 6 OF 20 PAGES
---------------- -------- --------
- ------------------------------ -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth J. Warren ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B) / /

- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF
0
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY

OWNED BY 0
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING
0
PERSON ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH

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
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
PAGE 7 OF 20 PAGES
-------- --------

SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER

This statement relates to the common stock, without par value (the
"Stock"), of Resource General Corporation, whose principal executive
office is located at 2365 Scioto Harper Drive, Columbus, Ohio 43204
("Resource General").

ITEM 2. IDENTITY AND BACKGROUND

This statement is being filed by a group (the "Reporting Group")
consisting of Bob Binsky, Michael W. Gardner, Theodore P. Schwartz,
Charles T. Sherman and Kenneth J. Warren (collectively, the
"Reporting Persons"). The Reporting Group is an informal association
of individuals whose sole business purpose is the acquisition of the
Stock of Resource General as set forth herein. The Reporting Group
does not have a name, place of organization, principal business
address or principal office address. The (a) name, (b) business
address, (c) present principal occupation or employment and the name,
principal business and address of any corporation or organization in
which such employment is conducted of each of the Reporting Persons
are as follows:

Bob Binsky
Chief Executive Officer
Cable Link, Inc.
280 Cozzins Street
Columbus, OH 43215-2379
(Telecommunications refurbishing and marketing)

Michael W. Gardner
Vice President of Manufacturing
PH Hydraulics and Automation, Inc.
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding
machines)

Theodore P. Schwartz
Senior Vice President
PH Hydraulics and Automation, Inc.
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding
machines)
<PAGE> 8
PAGE 8 OF 20 PAGES
-------- --------

SCHEDULE 13D

Charles T. Sherman
President
PH Hydraulics and Automation, Inc.
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding
machines)

Kenneth J. Warren, Esq.
41 South High Street, Suite 2300
Columbus, OH 43215-6188
(Attorney at Law)

(d) Neither the Reporting Group nor any Reporting Person has,
during the last five years been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).

(e) Neither the Reporting Group nor any Reporting Person has,
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect
to such laws.

(f) Michael W. Gardner, Theodore P. Schwartz, Charles T. Sherman
and Kenneth J. Warren are citizens of the United States of
America. Bob Binsky is a citizen of Canada.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The aggregate amount of funds required to purchase the shares
currently owned by each Reporting Person is as follows:

<TABLE>
<CAPTION>
NAME SHARES CURRENTLY BENEFICIALLY OWNED AGGREGATE AMOUNT OF FUNDS REQUIRED TO
(EXCLUSIVE OF SHARES ISSUABLE UNDER EXISTING PURCHASE:
OPTIONS NOT YET EXERCISED):
<S> <C> <C>
Bob Binsky 139,874 $98,015
Michael W. Gardner 1,000 $ 1,250
Theodore P. Schwartz 12,148 $ 1,800 (estimate)
Charles T. Sherman 70,798 $68,337 (estimate)
Kenneth J. Warren 0 NA
</TABLE>
<PAGE> 9
PAGE 9 OF 20 PAGES
-------- --------

SCHEDULE 13D

MR. BINSKY. 109,234 of the shares of Stock reported as beneficially
owned by Mr. Binsky were purchased with the personal funds of Mr.
Binsky. 30,640 of the shares of Stock reported as beneficially owned
by Mr. Binsky, as to which he has sole voting and dispositive power
and as to which he is the record owner, were purchased, and are
owned, by Michael Tsao. 20,000 shares of Stock reported as
beneficially owned by Mr. Binsky are shares issuable under existing
options not yet exercised.

MR. GARDNER. All of the shares of Stock beneficially owned by Mr.
Gardner were purchased with the personal funds of Mr. Gardner.

SCHEDULE 13D

PROPOSED ACQUISITIONS OF STOCK

On April 3, 1996, Mr. Schwartz and Mr. Sherman entered into an
agreement to purchase 200,000 shares of Stock from Paul Gillmor (the
"Gillmor Agreement"), which agreement superseded an earlier agreement
dated March 25, 1996. No shares have yet been purchased under the
Gillmor Agreement. The total purchase price for the shares is
$250,000 ($1.25 per share). 40,000 of the shares will be purchased
and transferred with a down payment of $50,000, which is expected to
occur on June 6, 1996. The purchase of the remaining 160,000 shares
will be financed by Mr. Gillmor. Mr. Schwartz and Mr. Sherman will
execute a promissory note payable to Mr. Gillmor providing for
repayment of the remaining $200,000 in 16 quarterly payments. The
quarterly payment for the first year will be $6,250, the quarterly
payments for the second and third years will be $12,500 and the
quarterly payment for the fourth year will be $18,750. Interest will
be paid on the unpaid balance of the note at the rate of four percent
per annum. Upon receipt of each quarterly payment, 5,000 shares per
quarter will be transferred the first year, 10,000 shares per quarter
will be transferred in the second and third years and 15,000 shares
per quarter will be transferred in the fourth year. However, the
power to vote all of the remaining shares will be transferred to Mr.
Schwartz and Mr. Sherman when the downpayment of $50,000 is made and
the promissory note for the remaining shares is executed, which is
expected to be June 6, 1996. In addition, Mr. Schwartz and Mr.
Sherman have agreed to grant Mr. Gillmor an option for 20,000 shares
owned by the Reporting Group.

On April 2, 1996, Mr. Schwartz and Mr. Sherman also entered into an
agreement to purchase 110,000 shares of Stock from Mr. Lyman
Brownfield, Ms. Candace Brownfield and Ms. Charlotte Huddle (the
"Brownfield Agreement"), which agreement superseded an earlier
agreement dated March 28, 1996. No shares have yet been purchased
under the Brownfield Agreement. The total purchase price for the
shares is $137,500 ($1.25 per share). 20,000 shares will be purchased
and transferred with a downpayment of $25,000. The remaining 90,000
shares will be purchased over a five-year period, with 9,000 shares
being purchased in year one, 18,000 shares being purchased in each of
years two, three and four and 27,000 shares being purchased in year
five. The purchase of the 90,000 shares of Stock will be financed by
Mr. Brownfield. Mr. Schwartz and Mr. Sherman will execute a
promissory note payable to Mr. Brownfield in the amount of $112,500.
The promissory note will be repayable in quarterly installments at an
interest rate of four percent per annum. As each quarterly payment is
made, 25 percent of the shares allocable to the year in which the
shares are purchased will be transferred to Mr. Schwartz and Mr.
Sherman. Upon execution of the promissory note and payment of the
$25,000 downpayment, Mr. Brownfield will transfer voting power for
the remaining 90,000 shares to Mr. Schwartz and Mr. Sherman, subject
to cancellation upon 45 days default.
<PAGE> 11
PAGE 11 OF 20 PAGES
-------- --------

SCHEDULE 13D

All payments required by the Gillmor Agreement and the Brownfield
Agreement ($387,500) will be financed with the personal funds of the
Reporting Persons. Each of the Reporting Persons has orally agreed to
contribute a percentage of the total payments required by the Gillmor
Agreement and the Brownfield Agreement and, in turn, each of the
Reporting Persons will acquire a corresponding percentage of the
total shares being acquired (310,000 shares). Mr. Binsky will finance
approximately 30.08% of the total payments ($116,560), Mr. Gardner
will finance approximately 5% of the total payments ($19,375), Mr.
Schwartz will finance approximately 31.665% of the total payments
($122,702), Mr. Sherman will finance approximately 31.665% of the
total payments ($122,702), and Mr. Warren will finance approximately
1.59% of the total payments ($6,161). Each of the Reporting Persons
will be responsible for the amounts due under the Gillmor Agreement
and the Brownfield Agreement on a several, but not joint, basis.

In addition to using funds derived from personal resources, the
Reporting Persons are contemplating the following to fund the debt
due under the promissory notes executed in connection with the
Gillmor Agreement and the Brownfield Agreement:

(1). The sale of a portion of the Stock acquired under the
agreements to an employee stock ownership plan which may be
formed for Resource General. The employee stock ownership plan
would fund the purchase of the stock with bank debt.

(2). The sale of a portion of the Stock acquired under the
agreements to third parties including, but not limited to,
directors, officers, employees and shareholders of Resource
General.

The Gillmor Agreement is set forth on Exhibit A attached hereto and
incorporated herein by reference. The Brownfield Agreement is set
forth on Exhibit B attached hereto and incorporated herein by
reference.

AUTHORIZATION OF PROPOSED ACQUISITIONS

The purchases under the Gillmor Agreement and the Brownfield
Agreement are subject to, and were submitted for, shareholder
approval at the Special Meeting of Resource General held on May 28,
1996, as required by Ohio's Control Share Acquisition Law. A quorum
was present at the Special Meeting, in person or by proxy, and a
sufficient number of shares were voted in favor of the proposed
acquisitions to permit them to proceed. The Reporting Group
anticipates that definitive documents providing for the purchase of
the Stock as described herein will be formalized and signed by June
14, 1996.
<PAGE> 12
PAGE 12 OF 20 PAGES
-------- --------

SCHEDULE 13D

ITEM 4. PURPOSE OF TRANSACTION

The acquisition of the Stock is being made for the following
purposes:

(a) The Reporting Persons plan to attempt to acquire control of
Resource General.

(b) The Reporting Persons plan to explore the benefits of
eliminating Resource General as a holding company.

(d) Mr. Sherman, a member of the Reporting Group, nominated Mr.
Gardner and Mr. Schwartz, also members of the Reporting Group,
for election to the board of directors of Resource General at
the Annual Meeting of the shareholders of Resource General
held on May 28, 1996. Mr. Sherman was reelected and Mr.
Gardner and Mr. Schwartz were elected to the board of Resource
General at the Annual Meeting. In addition, Mr. Sherman was
elected as President of Resource General and Mr. Schwartz was
elected as Secretary of Resource General at the Annual Meeting
of the Board of Directors of Resource General held on May 28,
1996.
The Reporting Persons may implement a strategy to reduce the
number of directors on the board of Resource General to five.

(e) [Not applicable]

(f) [Not applicable]

(g) [Not applicable]

(h) [Not applicable]

(i) [Not applicable]

(j) [Not applicable]
<PAGE> 13
PAGE 13 OF 20 PAGES
-------- --------

SCHEDULE 13D

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) The aggregate number and percentage (based on 1,086,020 shares
of Stock outstanding as reported in Resource General's
Definitive Proxy Statement for the 1996 Annual Meeting of
Shareholders of Resource General) of Stock beneficially owned
by and as to which there is a right to acquire with respect to
each of the Reporting Persons and the Reporting Group as a
whole are as follows:

<TABLE>
<CAPTION>
CURRENTLY BENEFICIALLY OWNED RIGHT TO ACQUIRE(1) AGGREGATE
NAME NUMBER OF PERCENT OF NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OUTSTANDING SHARES OUTSTANDING SHARES OUTSTANDING
<S> <C> <C> <C> <C> <C> <C>
Bob Binsky 159,874(2) 14.5% 93,248 8.6% 253,122 22.9%
Michael W. 1,000 .1% 15,500 1.4% 16,500 1.5%
Gardner

Theodore P. 12,148 1.1% 98,161.5 9.0% 110,309.5 10.2%
Schwartz

Charles T. 89,798(3) 8.1% 98,161.5 9.0% 187,959.5 17.0%
Sherman

Kenneth J. 0 -- 4,929 .4% 4,929 .4%
Warren

Reporting Group 262,820 23.4% 310,000 28.5% 572,820 50.9%
</TABLE>

(b) MR. BINSKY. Mr. Binsky has the sole power to vote or direct
the voting and to dispose or direct the disposition of the
30,640 shares of the Stock reported as beneficially owned by
Mr. Binsky which are owned, and were purchased, by Michael
Tsao but are owned of record by Mr. Binsky. Mr. Binsky has the
sole power to vote or direct the voting and to dispose or
direct the disposition of the remaining 109,234 shares of
Stock currently beneficially owned by him (exclusive of 20,000
unissued shares reported as beneficially owned by Mr. Binsky
which are the subject of currently issued but unexercised
options).

- ----------------
(1) Pursuant to the Gillmor Agreement and the Brownfield Agreement. The
310,000 shares have been allocated in accordance with the agreement among
the Reporting Persons.
(2) Includes 20,000 shares subject to existing, unexercised options.
(3) Includes 19,000 shares subject to existing, unexercised options.
<PAGE> 14
PAGE 14 OF 20 PAGES
-------- --------

SCHEDULE 13D

The name, business address, present principal occupation
or employment and the name, principal business and address
of any corporation or organization in which such
employment is conducted of Michael Tsao are as follows:

Michael Tsao
President
Kahiki Food, Inc.
3583 E. Broad Street
Columbus, OH 43213
(Restaurant)

Mr. Tsao has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).

Mr. Tsao has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to
such laws.

Michael Tsao is a citizen of the United States of America.

MR. GARDNER. Mr. Gardner shares the power to vote or direct
the voting and to dispose or direct the disposition of the
Stock currently beneficially owned by him with his wife as
joint tenant owners of the Stock.

MR. SCHWARTZ. Mr. Schwartz has the sole power to vote or
direct the voting and to dispose or direct the disposition of
12,148 shares of the Stock currently beneficially owned by
him.

Each Reporting Person will have the sole power to vote or
direct the voting and to dispose or direct the disposition of
the Stock which he has the right to acquire as described in
Item 3 and Item 5.
<PAGE> 15
PAGE 15 OF 20 PAGES
-------- --------

SCHEDULE 13D

(c) The transactions in the shares of Stock of Resource General
related to the Gillmor Agreement and the Brownfield Agreement
are described in Item 3. No transactions in the Stock of
Resource General have been effected by the Reporting Persons
during the past 60 days other than as so described. However,
as of April 23, 1996, Mr. Sherman disclaims any power to vote
or direct the vote or any power to dispose or direct the
disposition of 14,220 shares of Stock owned by his parents
previously reported as beneficially owned by Mr. Sherman in
the Schedule 13D filed by the Reporting Group on April 4,
1996.

(d) Michael Tsao has the right to receive the proceeds from the
sale of 35,000 shares of the Stock owned by Mr. Binsky.

(e) [Not applicable.]

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

ACQUISITION AGREEMENTS. The Gillmor Agreement, the Brownfield
Agreement and the oral agreement among the Reporting Persons are
described above in Item 3. The Gillmor Agreement is attached as
Exhibit A and the Brownfield Agreement is attached as Exhibit B.

BROWNFIELD LOAN AGREEMENTS. Lyman Brownfield and Charlotte Huddle are
indebted to Charles Sherman, a member of the Reporting Group, in the
amount of 25,000, pursuant to two promissory notes executed April 8
and April 16, 1996. The debt is secured by pledge agreements under
which Mr. Brownfield and Ms. Huddle pledged 20,064 shares of Stock as
collateral. The pledge agreements contain standard default provisions
except that Mr. Brownfield and Ms. Huddle are required to notify Mr.
Sherman how they will vote on issues submitted to the vote of the
shareholders. Mr. Sherman has the right to require that Mr.
Brownfield and Ms. Huddle not vote in such manner if in his judgment
such vote would have a material adverse effect on the value of the
pledged collateral (except in the election of directors).

DEFINITIVE STOCK PURCHASE AGREEMENTS. The Reporting Group anticipates that
definitive documents providing for the purchase of Stock as described herein
will be formalized and signed by June 14, 1996.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A -- Gillmor Agreement -- Page 17
Exhibit B -- Brownfield Agreement -- Page 18
Exhibit C -- Joint Filing Agreement -- Page 20
<PAGE> 16
PAGE 16 OF 20 PAGES
-------- --------

SCHEDULE 13D

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.

Dated: May 31, 1996

/s/ Bob Binsky
-----------------------------------
Bob Binsky

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.

Dated: May 31, 1996

/s/ Michael W. Gardner
-----------------------------------
Michael W. Gardner

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.

Dated: May 31, 1996

/s/ Theodore P. Schwartz
-----------------------------------
Theodore P. Schwartz

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.

Dated: May 31, 1996

/s/ Charles T. Sherman
-----------------------------------
Charles T. Sherman

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.

Dated: May 31, 1996

/s/ Kenneth J. Warren
-----------------------------------
Kenneth J. Warren
<PAGE> 17
PAGE 17 OF 20 PAGES
-------- --------

SCHEDULE 13D

EXHIBIT A

Mr. Paul Gillmore
PO Box 123
Old Fort, OH 44861

Dear Mr. Gillmore,

Thank you for your quick response to our letter of March 14, 1996. I would ask
you to sign the following letter agreement so Ted and I can start to firm up our
financing.

I believe the following points convey our morning discussion.

1. A down payment of $50,000 for 40,000 shares at $1.25. The shares to be
transferred upon presentation of the check.

2. The remaining 160,000 shares are to be purchased at $1.25 per share. A note
will be signed to allow 16 quarterly payments starting 180 days after the
initial payment of $50,000.

Year one quarterly payment of $6,250
Year two quarterly payment of $12,500
Year three quarterly payment of $12,500
Year four quarterly payment of $18,750

Interest will be paid on the unpaid balance at the rate of 4% per annum.
When the note is signed and down payment is made you will transfer voting
power of your remaining shares to us.

3. Upon the payment of each quarterly payment, the following shares of stock
will be transferred.

Year one 5,000 shares per quarter
Year two 10,000 shares per quarter
Year three 10,000 shares per quarter
Year four 15,000 shares per quarter

4. For additional consideration, for signing the agreement we will give you an
option for 20,000 shares of RGI stock.

5. We would ask that you give us a 90 day exclusivity to put together our
financing for the down payment.

6. Both parties will keep the agreement confidential until the proper
documents are filed with the SEC.

The above agreement is subject to modifications by legal counsel.

Sincerely,

/s/ C.T. Sherman 4/2/96
---------------------------------
C.T. Sherman

/s/ T.P. Schwartz 4/2/96
---------------------------------
T.P. Schwartz

Concur

/s/ Paul M. Gillmor Date: 4/3/96
- ---------------------------------------- ------------------
Paul Gillmore
<PAGE> 18
PAGE 18 OF 20 PAGES
-------- --------

SCHEDULE 13D

EXHIBIT B

April 2, 1996

Mr. Lyman Brownfield
Brownfield Law Offices
341 S. 3rd St.
Suite 10
Columbus, OH 43215

Dear Lyman,

Ted Schwartz and Chuck Sherman (buyers) are pleased to offer the Brownfield
family (sellers) the following offer to purchase the approximately 110,000
shares of Resource General stock for $1.25 per share. We would structure the
transaction as follows:

1. A down payment of $25,000 for 20,000 shares, the selection of which
will be made by seller. The shares to be transferred upon presentation
of the check.

2. The remaining approximately 90,000 shares will be purchased over five
years at the following rate:

<TABLE>
<S> <C> <C>
Year One 9,000 shares @ $1.25 = $ 11,200
Year Two 18,000 shares @ $1.25 = $ 22,500
Year Three 18,000 shares @ $1.25 = $ 22,500
Year Four 18,000 shares @ $1.25 = $ 22,500
Year Five Approximately remaining 27,000 shares @ $1.25 = $ 33,750
--------
90,000 shares $112,500
</TABLE>

3. Payments will be made quarterly, interest on unpaid balances will be
paid quarterly at the rate of 4% per annum. When the note is signed and
the down payment made you will transfer voting power of the remaining
shares to us subject to cancellation upon 45 days default. Quarterly
payments will start 180 days after the execution of the note. When each
quarterly payment is made, 25% of the years shares will be transferred
to buyers.

4. Buyer gives seller a 90 day exclusivity to put together our financing
for the down payment.

5. Both parties will keep the agreement confidential until proper
documents are filed with the SEC.
<PAGE> 19
PAGE 19 OF 20 PAGES
-------- --------

SCHEDULE 13D

EXHIBIT B

The above document is subject to non-substantive modification of legal counsel.

/s/ C.T. Sherman
--------------------------
C.T. Sherman

/s/ T.P. Schwartz
--------------------------
T.P. Schwartz

Concur:

/s/ Lyman Brownfield
- --------------------------------
Lyman Brownfield

/s/ Candace Brownfield
- --------------------------------
Candace Brownfield

/s/ Charlotte Huddle
- --------------------------------
Charlotte Huddle
<PAGE> 20
PAGE 20 OF 20 PAGES
-------- --------

SCHEDULE 13D

EXHIBIT C

AGREEMENT

Pursuant to Rule 13d-1(f)(1), Bob Binsky, Michael W. Gardner, Theodore
P. Schwartz, Charles T. Sherman and Kenneth J. Warren agree that this Statement
on Schedule 13D, to which this Agreement is attached as Exhibit C, and any
amendments thereto are filed on behalf of each of them. This agreement may be
executed in one or more counterparts each of which shall constitute one and the
same instrument.

Dated: May 31, 1996

/s/ Bob Binsky
----------------------------------------
Bob Binsky

/s/ Michael W. Gardner
----------------------------------------
Michael W. Gardner

/s/ Theodore P. Schwartz
----------------------------------------
Theodore P. Schwartz

/s/ Charles T. Sherman
----------------------------------------
Charles T. Sherman

/s/ Kenneth J. Warren
----------------------------------------
Kenneth J. Warren
<PAGE> 21
PAGE 1 OF 23 PAGES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

RESOURCE GENERAL CORPORATION
(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)

761210 103
(CUSIP Number)

KENNETH J. WARREN
41 SOUTH HIGH STREET, SUITE 2300
COLUMBUS, OHIO 43215
(614) 222-3015

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

MARCH 25, 1996
(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 / /.

Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE> 22
SCHEDULE 13D

- -------------------- ----------------------
CUSIP NO. 761210 103 PAGE 2 OF 23 PAGES
- -------------------- ----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bob Binsky ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
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

Canadian
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 139,874
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
139,874
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

159,874
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 23
SCHEDULE 13D

- -------------------- ----------------------
CUSIP NO. 761210 103 PAGE 3 OF 23 PAGES
- -------------------- ----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael W. Gardner ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
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

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 1,000
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 24
SCHEDULE 13D

- -------------------- ----------------------
CUSIP NO. 761210 103 PAGE 4 OF 23 PAGES
- -------------------- ----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Theodore P. Schwartz ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF, SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 12,848
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
12,848
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,848
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 25
SCHEDULE 13D

- -------------------- ----------------------
CUSIP NO. 761210 103 PAGE 5 OF 23 PAGES
- -------------------- ----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Charles T. Sherman ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
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

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 69,250
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 14,220
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
69,250
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

14,220
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

102,670
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 26
SCHEDULE 13D

- -------------------- ----------------------
CUSIP NO. 761210 103 PAGE 6 OF 23 PAGES
- -------------------- ----------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth J. Warren ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /

- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 27
PAGE 7 OF 23 PAGES

Item 1. Security and Issuer

Item 2. Identity and Background

This statement is being filed by a group (the "Reporting Group")
consisting of Bob Binsky, Michael W. Gardner, Theodore P. Schwartz,
Charles T. Sherman and Kenneth J. Warren (collectively, the "Reporting
Persons"). The Reporting Group is an informal association of
individuals whose sole business purpose is the acquisition of the Stock
of Resource General as set forth herein. The Reporting Group does not
have a name, place of organization, principal business address or
principal office address. The (a) name, (b) business address, (c)
present principal occupation or employment and the name, principal
business and address of any corporation or organization in which such
employment is conducted of each of the Reporting Persons are as
follows:

Bob Binsky
Chief Executive Officer
Cable Link, Inc.
280 Cozzins Street
Columbus, OH 43215-2379
(Telecommunications refurbishing and marketing)

Michael W. Gardner
Vice President of Manufacturing
PH Hydraulics
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding machines)

Theodore P. Schwartz
Senior Vice President
PH Hydraulics
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding machines)

Charles T. Sherman
President
PH Hydraulics
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding machines)
<PAGE> 28
PAGE 8 OF 23 PAGES

Kenneth J. Warren, Esq.
Schwartz, Warren & Ramirez
41 South High Street, Suite 2300
Columbus, OH 43215-6188
(Attorney at Law)

(d) Neither the Reporting Group nor any Reporting Person has, during
the last five years been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) Neither the Reporting Group nor any Reporting Person has, during
the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.

(f) Michael W. Gardner, Theodore P. Schwartz, Charles T. Sherman and
Kenneth J. Warren are citizens of the United States of America. Bob
Binsky is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate amount of funds required to purchase the shares currently
owned by each Reporting Person is as follows:

<TABLE>
<CAPTION>
NAME SHARES CURRENTLY BENEFICIALLY OWNED AGGREGATE AMOUNT OF FUNDS REQUIRED
(EXCLUSIVE OF SHARES ISSUABLE UNDER EXISTING TO PURCHASE:
OPTIONS NOT YET EXERCISED):
<S> <C> <C>
Bob Binsky 139,874 $98,015
Michael W. Gardner 1,000 $ 1,250
Theodore P. Schwartz 12,848 $ 1,800 (estimate)
Charles T. Sherman 83,670 $68,337 (estimate)
Kenneth J. Warren 0 NA
</TABLE>

All of the shares of Stock reported as beneficially owned by Mr. Binsky
(exclusive of 20,000 shares issuable under existing options not yet
exercised) were purchased with the personal funds of Mr. Binsky.

All of the shares of Stock beneficially owned by Mr. Gardner were
purchased with the personal funds of Mr. Gardner.
<PAGE> 29
PAGE 9 OF 23 PAGES

2,848 of the shares of Stock beneficially owned by Mr. Schwartz were
purchased with the personal funds of Mr. Schwartz and 10,000 of the
shares of Stock beneficially owned by Mr. Schwartz were given to him by
Resource General as part of a compensation package.

59,250 of the shares of Stock beneficially owned by Mr. Sherman were
purchased with the personal funds of Mr. Sherman and 10,000 of the
shares of Stock beneficially owned by Mr. Sherman were given to him by
Resource General as part of a compensation package. 14,220 of the
shares of Stock as to which Mr. Sherman shares voting and dispositive
power with his parents were purchased with the personal funds of Mr.
Sherman's parents. 200 of the shares of Stock directly owned by Mr.
Sherman's wife, as to which Mr. Sherman has no voting or dispositive
power, were purchased with the personal funds of Mrs. Sherman. 19,000
shares of Stock reported as beneficially owned by Mr. Sherman are
shares issuable under existing options not yet exercised.

On March 25, 1996, Mr. Schwartz and Mr. Sherman entered into an
agreement to purchase 200,000 shares of Stock from Paul Gillmore (the
"Gillmore Agreement"). No shares have yet been purchased under the
Gillmore Agreement. The total purchase price for the shares is $250,000
($1.25 per share). Forty thousand of the shares will be purchased with
a down payment of $50,000. The purchase of the remaining 160,000 shares
will be financed by Mr. Gillmore. Mr. Schwartz and Mr. Sherman will
execute a promissory note payable to Mr. Gillmore providing for
repayment of the remaining $200,000 in 16 quarterly payments. The
quarterly payment for the first year will be $6,250, the quarterly
payments for the second and third years will be $12,500 and the
quarterly payment for the fourth year will be $18,750. Interest will be
paid on the unpaid balance of the note at the rate of four percent per
annum. Upon receipt of each quarterly payment, 5,000 shares per quarter
will be transferred the first year, 10,000 shares per quarter in the
second and third years and 15,000 shares per quarter in the fourth
year. In addition, Mr. Schwartz and Mr. Sherman have agreed to grant
Mr. Gillmore an option for 20,000 shares.

On March 28, 1996, Mr. Schwartz and Mr. Sherman also entered into an
agreement to purchase 110,000 shares of Stock from Mr. Lyman Brownfield
(the "Brownfield Agreement"). No shares have yet been purchased under
the Brownfield Agreement. The total purchase price for the shares is
$137,500 ($1.25 per share). Twenty thousand shares will be purchased
with a downpayment of $25,000. The remaining 90,000 shares will be
purchased over a five-year period, with 9,000 shares being purchased in
year one, 18,000 shares being purchased in each of years two, three and
four and 27,000 shares being purchased in year five. The purchase of
the 90,000 shares of Stock will be financed by Mr. Brownfield. Mr.
Schwartz and Mr. Sherman will execute a promissory note to payable to
Mr. Brownfield in the amount of $112,500. The promissory note will be
repayable in quarterly installments at an interest rate of four percent
per annum. As each quarterly payment is made, 25 percent of the shares
allocable to the year in which the shares are purchased will be
transferred to Mr. Schwartz and Mr. Sherman.
<PAGE> 30
PAGE 10 OF 23 PAGES

Mr. Schwartz and Mr. Sherman have also agreed to give Mr. Brownfield
an option for 20,000 shares.

All payments required by the Gillmore Agreement and the Brownfield
Agreement ($387,500) will be financed with the personal funds of the
Reporting Persons. Each of the Reporting Persons has orally agreed to
contribute a percentage of the total payments required by the Gillmore
Agreement and the Brownfield Agreement and, in turn, each of the
Reporting Persons will acquire a corresponding percentage of the total
shares being acquired (310,000 shares). Mr. Binsky will finance
approximately 30.08% of the total payments ($116,560), Mr. Gardner will
finance approximately 5% of the total payments ($19,375), Mr. Schwartz
will finance approximately 31.665% of the total payments ($122,702),
Mr. Sherman will finance approximately 31.665% of the total payments
($122,702), and Mr. Warren will finance approximately 1.59% of the
total payments ($6,161). Each of the Reporting Persons will be
responsible for the amounts due under the Gillmore Agreement and the
Brownfield Agreement on a several, but not joint, basis.

The Gillmore Agreement is set forth on Exhibit A attached hereto and
incorporated herein by reference. The Brownfield Agreement is set forth
on Exhibit B attached hereto and incorporated herein by reference.

Item 4. Purpose of Transaction

The acquisition of the Stock is being made for the following purposes:

(a) The Reporting Persons plan to attempt to acquire control of
Resource General.

(b) The Reporting Persons plan to explore the benefits of eliminating
Resource General and maintaining PH Hydraulics, an existing
subsidiary of Resource General.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage (based on 1,085,820 shares of
Stock outstanding as reported in Resource General's Preliminary
Proxy Statement for the 1996 Annual Meeting of Shareholders of
Resource General) of Stock beneficially owned by and as to which
there is a right to acquire with respect to each of the Reporting
Persons and the Reporting Group as a whole are as follows:

<TABLE>
<CAPTION>
CURRENTLY BENEFICIALLY OWNED RIGHT TO ACQUIRE(1) AGGREGATE

NAME NUMBER OF PERCENT OF NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OUTSTANDING SHARES OUTSTANDING SHARES OUTSTANDING
<S> <C> <C> <C> <C> <C> <C>
Bob Binsky 159,874(2) 14.4% 93,248 8.4% 253,122 22.9%

Michael W. 1,000 .1% 15,500 1.4% 16,500 1.5%
Gardner

Theodore P. 12,848 1.2% 98,161.5 9.0% 111,009.5 10.2%
Schwartz

Charles T. 102,670(3) 9.3% 98,161.5 8.9% 200,831.5 18.2%
Sherman

Kenneth J. 0 -- 4,929 .4% 4,929 .4%
Warren

Reporting
Group 276,392 25% 310,000 28.1% 586,392 53.2%
</TABLE>

(b) Each of Mr. Binsky, Mr. Gardner and Mr. Schwartz has the sole
power to vote or direct the voting and to dispose or direct the
disposition of the Stock currently beneficially owned by him
(exclusive of 20,000 unissued shares reported as beneficially
owned by Mr. Binsky which are the subject of currently issued but
unexercised options). Mr. Sherman's wife has sole voting and
dispositive shares with respect to 200 shares reported as
beneficially owned by Mr. Sherman. Mr. Sherman shares the power to
vote or direct the voting and to dispose or direct the disposition
of 14,220 shares of the Stock currently beneficially owned by him
with his parents. Mr. Sherman has the sole power to vote or direct
the voting and to dispose or direct the disposition of the shares
of the remaining 69,250 shares of Stock currently beneficially
owned by him (exclusive of 19,000 unissued shares reported as
beneficially owned by Mr. Sherman which are the subject of
currently issued by unexercised options). Each Reporting Person
will have the sole power to vote or direct the voting and to
dispose or direct the disposition of the Stock which he has the
right to acquire as described in Item 3.

- --------------------------
(1) Pursuant to the Gillmore Agreement and the Brownfield Agreement.
(2) Includes 20,000 shares subject to existing, unexercised options.
(3) Includes 19,000 shares subject to existing, unexercised options.
<PAGE> 32
PAGE 12 OF 23 PAGES

(c) The transactions in the shares of Stock of Resource General
related to the Gillmore Agreement and the Brownfield Agreement are
described in Item 3. No transactions in the Stock of Resource
General have been affected by the Reporting Persons during the
past 60 days other than as so described.

(d) Michael Tsao has the right to receive the proceeds from the sale
of 35,000 shares of the Stock owned by Mr. Binsky.

(e) [Not applicable.]

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

The Gillmore Agreement, the Brownfield Agreement and the oral agreement
among the Reporting Persons are described above in Item 3. In addition,
Mr. Brownfield and his wife have agreed (the "Voting Agreement") to
vote the shares of Stock subject to the Brownfield Agreement in favor
of a proposal to approve the sale of the Stock under the Brownfield
Agreement. The Voting Agreement is attached as Exhibit D.

Item 7. Material to be Filed as Exhibits

Exhibit A -- Gillmore Agreement -- Page 18
Exhibit B -- Brownfield Agreement -- Page 19
Exhibit C -- Joint Filing Agreement -- Page 21
Exhibit D - Voting Agreement - Page 22
<PAGE> 33
PAGE 13 OF 23 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.

Dated: April 3, 1996
/s/ Bob Binsky
-------------------------------
Bob Binsky

<PAGE> 34

PAGE 14 OF 23 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.

Dated: April 3, 1996
/s/ Michael W. Gardner
-------------------------------
Michael W. Gardner
<PAGE> 35
PAGE 15 OF 23 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.

Dated: April 3, 1996

/s/ Theodore P. Schwartz
-------------------------------
Theodore P. Schwartz
<PAGE> 36
PAGE 16 OF 23 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.

Dated: April 3, 1996

/s/ Charles T. Sherman
-------------------------------
Charles T. Sherman
<PAGE> 37
PAGE 17 OF 23 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.

Dated: April 3, 1996

/s/ Kenneth J. Warren
------------------------------
Kenneth J. Warren
<PAGE> 38
PAGE 18 OF 23 PAGES

EXHIBIT A

March 25, 1996

Mr. Paul Gillmore
PO Box 123
Old Fort, OH 44861

Dear Mr. Gillmore,

Thank you for your quick response to our letter of March 14, 1996. I would ask
you to sign the following letter agreement so Ted and I can start to firm up our
financing.

I believe the following points convey our morning discussion.

1. A down payment of $50,000 for 40,000 shares at $1.25. The shares to be
transferred upon presentation of the check.

2. The remaining 160,000 shares are to be purchased at $1.25 per share. A note
will be signed to allow 16 quarterly payments starting 180 days after the
initial payment of $50,000.
<TABLE>
<S> <C>
Year one quarterly payment of $6,250
Year two quarterly payment of $12,500
Year three quarterly payment of $12,500
Year four quarterly payment of $18,750
</TABLE>

Interest will be paid on the unpaid balance at the rate of 4% per annum.
When the note is signed and down payment is made you will transfer voting
power of your remaining shares to us.

3. Upon the payment of each quarterly payment, the following shares of stock
will be transferred.
<TABLE>
<S> <C>
Year one 5,000 shares per quarter
Year two 10,000 shares per quarter
Year three 10,000 shares per quarter
Year four 15,000 shares per quarter
</TABLE>

4. For additional consideration, for signing the agreement we will give you an
option for 20,000 shares of RGI stock.

5. We would ask that you give us a 90 day exclusivity to put together our
financing for the down payment.

6. Both parties will keep the agreement confidential until the proper
documents are filed with the SEC.

The above agreement is subject to modifications by legal counsel.

Sincerely,

/s/ C.T. Sherman

C.T. Sherman
President

Concur

/s/ Paul M. Gillmor
- ----------------------------------------
Paul Gillmore
<PAGE> 39
PAGE 19 OF 23 PAGES

EXHIBIT B

March 28, 1996

Mr. Lyman Brownfield
Brownfield Law Offices
341 S. 3rd St.
Suite 10
Columbus, OH 43215

Dear Lyman,

1. A down payment of $25,000 for 20,000 shares, the selection of which will be
made by seller. The shares to be transferred upon presentation of the
check.

2. The remaining approximately 90,000 shares will be purchased over five years
at the following rate:
<TABLE>
<S> <C>
Year One 9,000 shares @ $1.25 = $ 11,200
Year Two 18,000 shares @ $1.25 = $ 22,500
Year Three 18,000 shares @ $1.25 = $ 22,500
Year Four 18,000 shares @ $1.25 = $ 22,500
Year Five Approximately remaining 27,000 shares @ $1.25 = $ 33,750
--------
90,000 shares $112,500
</TABLE>

3. Payments will be made quarterly, interest on unpaid balances will be paid
quarterly at the rate of 4% per annum. When the note is signed and the down
payment made you will transfer voting power of the remaining shares to us
subject to cancellation upon 45 days default. Quarterly payments will start
180 days after the execution of the note. When each quarterly payment is
made, 25% of the years shares will be transferred to buyers.

4. For additional consideration, for signing the agreement

a) Buyer gives seller an option for 20,000 shares of Resource stock at
$1.25 per share. The option is to be valid for five years from the date
of closing of the agreement.

b) Forgiveness of all debt owed by Lyman Brownfield to Resource General
and all subsidiaries, as part of a mutual release

c) Forgiveness of Candy Brownfield's stock subscription receivable, as
part of a mutual release
<PAGE> 40
PAGE 20 OF 23 PAGES

d) Seller, at the end of two and one half years, has right to sell one
half of buyers remaining Resource stock to the public. However, no more
than 5,000 shares may be sold each quarter so that market equalibrium
is not affected.

5. Buyer gives seller a 90 day exclusivity to put together our financing for
the down payment.

6. Both parties will keep the agreement confidential until proper documents
are filed with the SEC.

7. Lyman Brownfield will prepare a release agreement terminating all claims he
has against Resource General, to be a mutual release between Resource
General and Lyman Brownfield.

The above document is subject to non-substantive modification of legal counsel.

/s/ C.T. Sherman 3/30
--------------------------------
C.T. Sherman

/s/ T.P. Schwartz
--------------------------------
T.P. Schwartz

Concur:

/s/ Lyman Brownfield
- ----------------------------------
Lyman Brownfield

/s/ Candace Brownfield 3/30/96
- ----------------------------------
Candace Brownfield

- ----------------------------------
Charlotte Huddle
<PAGE> 41
PAGE 21 OF 23 PAGES

EXHIBIT C

AGREEMENT

Pursuant to Rule 13d-1(f)(1), Bob Binsky, Michael W. Gardner, Theodore P.
Schwartz, Charles T. Sherman and Kenneth J. Warren agree that this Statement on
Schedule 13D, to which this Agreement is attached as Exhibit C, and any
amendments thereto are filed on behalf of each of them. This agreement may be
executed in one or more counterparts each of which shall constitute one and the
same instrument.

Dated: April 3, 1996

/s/ Bob Binsky
-------------------------------
Bob Binsky

/s/ Michael W. Gardner
-------------------------------
Michael W. Gardner

/s/ Theodore P. Schwartz
-------------------------------
Theodore P. Schwartz

/s/ Charles T. Sherman
-------------------------------
Charles T. Sherman

/s/ Kenneth J. Warren
-------------------------------
Kenneth J. Warren
<PAGE> 42
PAGE 22 OF 23 PAGES

EXHIBIT D

In consideration of the agreement to purchase shares in Resource General which I
own, and in expending monies to prepare for a special meeting of shareholders of
Resource General, the undersigned agrees to vote all shares of Resource General,
owned by the undersigned, or with respect to, which the undersigned has the
power to vote, at the special meeting of shareholders of Resource General, in
favor of a proposal that Chuck Sherman and others purchase my shares.

/s/ Lyman Brownfield
- ---------------------------------
Lyman Brownfield

/s/ Candace Brownfield 4/3/96
- ---------------------------------
Candace Brownfield

Dated: April 3, 1996
<PAGE> 43
PAGE 23 OF 23 PAGES

INTENTIONALLY LEFT BLANK
<PAGE> 44
PAGE 1 OF 23 PAGES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

RESOURCE GENERAL CORPORATION
(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)

761210 103
(CUSIP Number)

KENNETH J. WARREN
41 SOUTH HIGH STREET, SUITE 2300
COLUMBUS, OHIO 43215
(614) 222-3015
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

APRIL 2, 1996
(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 / /.

Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
<PAGE> 45
SCHEDULE 13D

CUSIP NO. 761210 103 PAGE 2 OF 23 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bob Binsky ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /

3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Canadian

NUMBER OF 7 SOLE VOTING POWER

SHARES 139,874

BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 0

EACH 9 SOLE DISPOSITIVE POWER

REPORTING 139,874

PERSON 10 SHARED DISPOSITIVE POWER

WITH 0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

159,874

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.4%

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 46
SCHEDULE 13D

CUSIP NO. 761210 103 PAGE 3 OF 23 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael W. Gardner ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /

3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF 7 SOLE VOTING POWER

SHARES 1,000

BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY

EACH 9 SOLE DISPOSITIVE POWER

REPORTING 1,000

PERSON 10 SHARED DISPOSITIVE POWER

WITH

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.1%

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 47
SCHEDULE 13D

CUSIP NO. 761210 103 PAGE 4 OF 23 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Theodore P. Schwartz ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /

3 SEC USE ONLY

4 SOURCE OF FUNDS*

PF, SC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF 7 SOLE VOTING POWER

SHARES 12,848

BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 0

EACH 9 SOLE DISPOSITIVE POWER

REPORTING 12,848

PERSON 10 SHARED DISPOSITIVE POWER

WITH 0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,848

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 48
SCHEDULE 13D

CUSIP NO. 761210 103 PAGE 5 OF 23 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Charles T. Sherman ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /

3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF 7 SOLE VOTING POWER

SHARES 69,250

BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 0

EACH 9 SOLE DISPOSITIVE POWER

REPORTING 69,250

PERSON 10 SHARED DISPOSITIVE POWER

WITH 0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

88,450

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.2%

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 49
SCHEDULE 13D
CUSIP NO. 761210 103 PAGE 6 OF 23 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth J. Warren ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /

3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF 7 SOLE VOTING POWER

SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER

WITH 0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 50
PAGE 7 OF 23 PAGES

Item 1. Security and Issuer

Item 2. Identity and Background

This statement is being filed by a group (the "Reporting Group")
consisting of Bob Binsky, Michael W. Gardner, Theodore P. Schwartz,
Charles T. Sherman and Kenneth J. Warren (collectively, the "Reporting
Persons"). The Reporting Group is an informal association of
individuals whose sole business purpose is the acquisition of the
Stock of Resource General as set forth herein. The Reporting Group
does not have a name, place of organization, principal business
address or principal office address. The (a) name, (b) business
address, (c) present principal occupation or employment and the name,
principal business and address of any corporation or organization in
which such employment is conducted of each of the Reporting Persons
are as follows:

Bob Binsky
Chief Executive Officer
Cable Link, Inc.
280 Cozzins Street
Columbus, OH 43215-2379
(Telecommunications refurbishing and marketing)

Michael W. Gardner
Vice President of Manufacturing
PH Hydraulics and Automation, Inc.
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding
machines)

Theodore P. Schwartz
Senior Vice President
PH Hydraulics and Automation, Inc.
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding
machines)

Charles T. Sherman
President
PH Hydraulics and Automation, Inc.
2365 Scioto Harper Drive
Columbus, OH 43204
(Manufacturer of hydraulic presses and injection molding
machines)
<PAGE> 51
PAGE 8 OF 23 PAGES

Kenneth J. Warren, Esq.
41 South High Street, Suite 2300
Columbus, OH 43215-6188
(Attorney at Law)

(d) Neither the Reporting Group nor any Reporting Person has,
during the last five years been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).

(e) Neither the Reporting Group nor any Reporting Person has,
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to
such laws.

(f) Michael W. Gardner, Theodore P. Schwartz, Charles T. Sherman
and Kenneth J. Warren are citizens of the United States of
America. Bob Binsky is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate amount of funds required to purchase the shares
currently owned by each Reporting Person is as follows:

<TABLE>
<CAPTION>
NAME SHARES CURRENTLY BENEFICIALLY OWNED AGGREGATE AMOUNT OF FUNDS REQUIRED TO
(EXCLUSIVE OF SHARES ISSUABLE UNDER PURCHASE:
EXISTING OPTIONS NOT YET EXERCISED):

<S> <C> <C>
Bob Binsky 139,874 $98,015
Michael W. Gardner 1,000 $1,250
Theodore P. Schwartz 12,848 $1,800 (estimate)
Charles T. Sherman 69,450 $68,337 (estimate)
Kenneth J. Warren 0 NA
</TABLE>

109,234 of the shares of Stock reported as beneficially owned by Mr.
Binsky were purchased with the personal funds of Mr. Binsky. 30,640 of
the shares of Stock reported as beneficially owned by Mr. Binsky, as
to which he has sole voting and dispositive power, were purchased, and
are owned, by Michael Tsao. 20,000 shares of Stock reported as
beneficially owned by Mr. Binsky are shares issuable under existing
options not yet exercised.

All of the shares of Stock beneficially owned by Mr. Gardner were
purchased with the personal funds of Mr. Gardner.
<PAGE> 52
PAGE 9 OF 23 PAGES

2,848 of the shares of Stock beneficially owned by Mr. Schwartz were
purchased with the personal funds of Mr. Schwartz and 10,000 of the
shares of Stock beneficially owned by Mr. Schwartz were given to him
by Resource General as part of a compensation package.

59,250 of the shares of Stock beneficially owned by Mr. Sherman were
purchased with the personal funds of Mr. Sherman and 10,000 of the
shares of Stock beneficially owned by Mr. Sherman were given to him by
Resource General as part of a compensation package. 200 of the shares
of Stock directly owned by Mr. Sherman's wife, as to which Mr. Sherman
has no voting or dispositive power, were purchased with the personal
funds of Mrs. Sherman. 19,000 shares of Stock reported as beneficially
owned by Mr. Sherman are shares issuable under existing options not
yet exercised.

On April 3, 1996, Mr. Schwartz and Mr. Sherman entered into an
agreement to purchase 200,000 shares of Stock from Paul Gillmor (the
"Gillmor Agreement"), which agreement superseded an earlier agreement
dated March 25, 1996. No shares have yet been purchased under the
Gillmor Agreement. The total purchase price for the shares is $250,000
($1.25 per share). 40,000 of the shares will be purchased and
transferred with a down payment of $50,000. The purchase of the
remaining 160,000 shares will be financed by Mr. Gillmor. Mr. Schwartz
and Mr. Sherman will execute a promissory note payable to Mr. Gillmor
providing for repayment of the remaining $200,000 in 16 quarterly
payments. The quarterly payment for the first year will be $6,250, the
quarterly payments for the second and third years will be $12,500 and
the quarterly payment for the fourth year will be $18,750. Interest
will be paid on the unpaid balance of the note at the rate of four
percent per annum. Upon receipt of each quarterly payment, 5,000
shares per quarter will be transferred the first year, 10,000 shares
per quarter will be transferred in the second and third years and
15,000 shares per quarter will be transferred in the fourth year.
However, the power to vote all of the remaining shares will be
transferred to Mr. Schwartz and Mr. Sherman when the downpayment of
$50,000 is made and the promissory note for the remaining shares is
executed. In addition, Mr. Schwartz and Mr. Sherman have agreed to
grant Mr. Gillmor an option for 20,000 shares owned by the Reporting
Group.

to Mr. Brownfield in the amount of $112,500. The promissory note will
be repayable in quarterly installments at an interest rate of four
percent per annum. As each quarterly payment is made, 25 percent of
the shares allocable to the year in which the shares are purchased
will be transferred to Mr. Schwartz and Mr. Sherman. Upon execution of
the promissory note and payment of the $25,000 downpayment, Mr.
Brownfield will transfer voting power for the remaining 90,000 shares
to Mr. Schwartz and Mr. Sherman, subject to cancellation upon 45 days
default.

All payments required by the Gillmor Agreement and the Brownfield
Agreement ($387,500) will be financed with the personal funds of the
Reporting Persons. Each of the Reporting Persons has orally agreed to
contribute a percentage of the total payments required by the Gillmor
Agreement and the Brownfield Agreement and, in turn, each of the
Reporting Persons will acquire a corresponding percentage of the total
shares being acquired (310,000 shares). Mr. Binsky will finance
approximately 30.08% of the total payments ($116,560), Mr. Gardner
will finance approximately 5% of the total payments ($19,375), Mr.
Schwartz will finance approximately 31.665% of the total payments
($122,702), Mr. Sherman will finance approximately 31.665% of the
total payments ($122,702), and Mr. Warren will finance approximately
1.59% of the total payments ($6,161). Each of the Reporting Persons
will be responsible for the amounts due under the Gillmor Agreement
and the Brownfield Agreement on a several, but not joint, basis.

In addition to using funds derived from personal resources, the
Reporting Persons are contemplating the following to fund the debt due
under the promissory notes executed in connection with the Gillmor
Agreement and the Brownfield Agreement:

(2). The sale of a portion of the Stock acquired under the
agreements to third parties including, but not limited to,
directors, officers, employees and shareholders of Resource
General.

Item 4. Purpose of Transaction

The acquisition of the Stock is being made for the following purposes:

(a) The Reporting Persons plan to attempt to acquire control of
Resource General.

(b) The Reporting Persons plan to explore the benefits of
eliminating Resource General and maintaining PH Hydraulics
and Automation, Inc., an existing subsidiary of Resource
General.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage (based on 1,085,820
shares of Stock outstanding as reported in Resource
General's Preliminary Proxy Statement for the 1996 Annual
Meeting of Shareholders of Resource General) of Stock
beneficially owned by and as to which there is a right to
acquire with respect to each of the Reporting Persons and
the Reporting Group as a whole are as follows:

<TABLE>
<CAPTION>
CURRENTLY BENEFICIALLY OWNED RIGHT TO ACQUIRE(1) AGGREGATE

NAME NUMBER OF PERCENT OF NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OUTSTANDING SHARES OUTSTANDING SHARES OUTSTANDING

<S> <C> <C> <C> <C> <C> <C>
Bob Binsky 159,874(2) 14.7% 93,248 8.6% 253,122 23.3%
Michael W. 1,000 .1% 15,500 1.4% 16,500 1.5%
Gardner
Theodore P. 12,848 1.2% 98,161.5 9.0% 111,009.5 10.2%
Schwartz
Charles T. 88,450(3) 8.2% 98,161.5 9.0% 186,611.5 17.2%
Sherman
Kenneth J. 0 -- 4,929 .4% 4,929 .4%
Warren
Reporting 276,172 25.4% 310,000 28.6% 572,172 52.7%
Group
</TABLE>

(b) Each of Mr. Gardner and Mr. Schwartz has the sole power to
vote or direct the voting and to dispose or direct the
disposition of the Stock currently beneficially owned by
him.

- -----------------
(1) Pursuant to the Gillmor Agreement and the Brownfield Agreement.
(2) Includes 20,000 shares subject to existing, unexercised options.
(3) Includes 19,000 shares subject to existing, unexercised options.
<PAGE> 55
PAGE 12 OF 23 PAGES

Mr. Binsky has the sole power to vote or direct the voting and to
dispose or direct the disposition of the 30,640 shares of the Stock
reported as beneficially owned by Mr. Binsky which are owned, and were
purchased, by Michael Tsao. Mr. Binsky has the sole power to vote or
direct the voting and to dispose or direct the disposition of the
remaining 109,234 shares of Stock currently beneficially owned by him
(exclusive of 20,000 unissued shares reported as beneficially owned by
Mr. Binsky which are the subject of currently issued but unexercised
options).

Michael Tsao
President
Kahiki Food, Inc.
3583 E. Broad Street
Columbus, OH 43213
(Restaurant)

Mr. Tsao has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).

Michael Tsao is a citizen of the United States of America.

Mr. Sherman's wife has sole voting and dispositive power with respect
to 200 shares reported as beneficially owned by Mr. Sherman. Mr.
Sherman has the sole power to vote or direct the voting and to dispose
or direct the disposition of the shares of the remaining 69,250 shares
of Stock currently beneficially owned by him (exclusive of 19,000
unissued shares reported as beneficially owned by Mr. Sherman which
are the subject of currently issued but unexercised options).

Each Reporting Person will have the sole power to vote or direct the
voting and to dispose or direct the disposition of the Stock which he
has the right to acquire as described in Item 3.
<PAGE> 56
PAGE 13 OF 23 PAGES

(c) The transactions in the shares of Stock of Resource General
related to the Gillmor Agreement and the Brownfield Agreement
are described in Item 3. No transactions in the Stock of
Resource General have been effected by the Reporting Persons
during the past 60 days other than as so described. However, as
of April 23, 1996, Mr. Sherman disclaims any power to vote or
direct the vote or any power to dispose or direct the
disposition of 14,220 shares of Stock owned by his parents
previously reported as beneficially owned by Mr. Sherman in the
Schedule 13D filed by the Reporting Group on April 4, 1996.

(d) Michael Tsao has the right to receive the proceeds from the
sale of 35,000 shares of the Stock owned by Mr. Binsky.

(e) [Not applicable.]

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

The Gillmor Agreement, the Brownfield Agreement and the oral agreement
among the Reporting Persons are described above in Item 3. In
addition, Mr. Brownfield and his wife have agreed (the "Voting
Agreement") to vote the shares of Stock subject to the Brownfield
Agreement in favor of a proposal to approve the sale of the Stock
under the Brownfield Agreement. The Voting Agreement is attached as
Exhibit D.

Item 7. Material to be Filed as Exhibits

Exhibit A -- Gillmor Agreement -- Page 19
Exhibit B -- Brownfield Agreement -- Page 20
Exhibit C -- Joint Filing Agreement -- Page 22
Exhibit D -- Voting Agreement -- Page 23
<PAGE> 57
PAGE 14 OF 23 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.

Dated: April 23, 1996

/s/ Bob Binsky
------------------------
Bob Binsky
<PAGE> 58
PAGE 15 OF 23 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.

Dated: April 23, 1996

/s/ Michael W. Gardner
----------------------------
Michael W. Gardner
<PAGE> 59
PAGE 16 OF 23 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.

Dated: April 23, 1996

/s/ Theodore P. Schwartz
----------------------------
Theodore P. Schwartz
<PAGE> 60
PAGE 17 OF 23 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.

Dated: April 23, 1996

/s/ Charles T. Sherman
--------------------------
Charles T. Sherman
<PAGE> 61
PAGE 18 OF 23 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.

Dated: April 23, 1996

/s/ Kenneth J. Warren
--------------------------
Kenneth J. Warren
<PAGE> 62
PAGE 19 OF 23 PAGES