UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Osicom Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
688271 30 3
(CUSIP Number)
c/o Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
W. Raymond Felton, Esq.
99 Wood Avenue South
P.O. Box 5600
Woodbridge, New Jersey 07095
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
October 21, 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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 disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 688271 30 3 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RII Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _X_
Members of Group: Par Chadha
Sharon Chadha
R T Investments, Inc.
Rand Research Corporation
(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) ___
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
R II Partners, Inc. - Nevada corporation
Par Chadha - United States
Sharon Chadha - United States
R T Investments, Inc. - Nevada corporation
Rand Research Corporation - Nevada corporation
7. SOLE VOTING POWER
NUMBER OF
SHARES R II Partners, Inc. - 1,354,125
BENEFICIALLY Par Chadha - 87,092
OWNED BY Sharon Chadha - 28,906
EACH RT Investments,
REPORTING Inc. - 52,000
PERSON Rand Research
WITH Corporation - 585,858
8. SHARED VOTING POWER
RII Partners, Inc. - 0
Par Chadha - 0
Sharon Chadha - 0
RT Investments, Inc. - 0
Rand Research Corporation - 0
9. SOLE DISPOSITIVE POWER
RII Partners, Inc. - 1,354,125
Par Chadha - 87,092
Sharon Chadha - 28,906
RT Investments,
Inc. - 52,000
Rand Research
Corporation - 585,858
10. SHARED DISPOSITIVE POWER
RII Partners, Inc. - 0
Par Chadha - 0
Sharon Chadha - 0
RT Investments,
Inc. - 0
Rand Research
Corporation - 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
R II Partners, Inc. - 1,354,125
Par Chadha - 2,079,075*
Sharon Chadha - 1,968,889**
RT Investments, Inc. - 52,000
Rand Research Corporation - 585,858
* Par Chadha expressly disclaims ownership of any shares
owned by Sharon Chadha.
** Sharon Chadha expressly disclaims ownership of any
shares owned by Par Chadha.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
R II Partners, Inc. - 13.1%
Par Chadha - 20.1%
Sharon Chadha - 19.2%
RT Investments, Inc. - 0.5%
Rand Research Corporation - 5.7%
14. TYPE OF REPORTING PERSON*
R II Partners, Inc. - CO
Par Chadha - IN
Sharon Chadha - IN
R T Investments, Inc. - CO
Rand Research Corporation - CO
<PAGE>
Item 1. Security and Issuer
(a) The title of the class of equity securities to which
this statement relates is common stock.
(b) The name and address of the principal executive office
of the issuer is:
Osicom Technologies, Inc.
2800 28th Street
Santa Monica, California 90405
Item 2. Identity and Background
(a) (b) Name & Address:
RII Partners, Inc. - 2250 East Tropicana Avenue
Suite 19-264
Las Vegas, NV 89119
Par Chadha - 15332 Antioch Street
Pacific Palisades, CA 90272
Sharon Chadha - 15332 Antioch Street
Pacific Palisades, CA 90272
RT Investments, Inc. - 2250 East Tropicana Avenue
Suite 19-264
Las Vegas, NV 89119
Rand Research
Corporation - 2250 East Tropicana Avenue
Suite A-216
Las Vegas, NV 89119
(c) Occupation/Employment:
(1) Par Chadha has served as a director of Osicom
Technologies, Inc. since its inception in 1981. He served as
President and Chief Executive Officer of Osicom from July 1981
through May 1993, and as Chairman from July 1981 through June 18,
1996. Mr. Chadha has been a director and Chairman of Builder's
Warehouse Association, Inc. since March 30, 1995. Mr. Chadha is
also a director of Rand Research Corporation, RII Partners, Inc.
and RT Investments, Inc. which are privately held companies.
(2) Sharon Chadha has been a director of Osicom
Technologies, Inc. since 1983, has bee Chief Executive Officer of
Osicom since May 1993 and has been Chairman since June 18, 1996.
Mrs. Chadha has also served as Treasurer and Secretary of Osicom
from August 1988 through June 1993 and Chief Financial Officer
from 1983 through January 1996. Mrs. Chadha is a director and
President of Rand Research Corporation, which is privately owned.
(d) During the last five (5) years, none of the members of
the group have been convicted in a criminal proceeding.
(e) During the last five (5) years, none of the members of
the group have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which either was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship:
RII Partners, Inc. - Nevada corporation
Par Chadha - United States
Sharon Chadha - United States
RT Investments, Inc. - Nevada corporation
Rand Research Corporation - Nevada corporation
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
The reporting persons intend to continue to acquire in
the open market additional securities of the Issuer on an ongoing
basis.
The reporting persons have no plans or proposals which
relate to or would result in:
(a) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(b) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(c) Any material change in the present capitalization
or dividend policy of the Issuer;
(d) Any other material change in the Issuer's business
or corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any plans
or proposals to make any changes in its investment policy for
which a vote is required by Section 13 of the Investment Company
Act of 1940;
(e) Changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any person;
(f) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association.
(g) A class of equity securities of the issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(h) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
The aggregate number and percentage of the class of
securities identified pursuant to Item 1 beneficially owned by
the reporting person are as follows:
SHARES %
R II Partners, Inc. - 1,354,125 13.1%
Par Chadha - 2,079,075* 20.1%
Sharon Chadha - 1,968,889** 19.2%
RT Investments, Inc. - 52,000 0.5%
Rand Research Corporation - 585,858 5.7%
* Par Chadha expressly disclaims ownership of any shares
owned by Sharon Chadha.
** Sharon Chadha expressly disclaims ownership of any
shares owned by Par Chadha.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
There are no exhibits filed with this Schedule.
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.
RII Partners, Inc.
By: /s/ Par Chadha
October 21, 1996 ________________________
Name/Title
