<PAGE>

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

                            FORM 10-Q


(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

                               OR

[  ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From ________________ to ________________

COMMISSION FILE NUMBER 0-27748

                             OCAL, INC.
      (Exact name of registrant as specified in its charter)

              DELAWARE                           95-4544569
   (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)            Identification No.)

                      14538 KESWICK STREET
                   VAN NUYS, CALIFORNIA  91405
            (Address of principal executive offices)

                          (818) 782-0711
       (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      YES  [X]     NO  [ ]


The number of outstanding shares of the Registrant's Common Stock,
par value $.001 per share, was 5,681,000 at November 9, 1998.

<PAGE>
<TABLE>

PART I.   FINANCIAL INFORMATION
_______________________________

ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                               OCAL, INC.
                               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (In thousands, except per share data)
                                               (Unaudited)
<CAPTION>
                                                        For the Three Months       For the Nine Months
                                                         Ended September 30,       Ended September 30,
                                                       ______________________     _____________________

                                                          1998        1997           1998        1997
                                                          ____        ____           ____        ____
<S>                                                    <C>         <C>            <C>         <C>
Net sales                                              $   6,620   $   6,457      $  19,155   $  18,334
Cost of goods sold                                         4,644       4,665         13,885      13,208
                                                       _________   _________      _________   _________
Gross margin                                               1,976       1,792          5,270       5,126
Selling, general and administrative expenses               1,202       1,082          3,581       3,299
                                                       _________   _________      _________   _________
Operating income                                             774         710          1,689       1,827
Interest expense                                              29          49             86         155
Interest income                                              (58)        (65)          (154)       (192)
                                                       _________   _________      _________   _________
Income before income taxes                                   803         726          1,757       1,864
Provision for income taxes                                   269         239            622         689
                                                       _________   _________      _________   _________
Net income                                             $     534   $     487      $   1,135   $   1,175
                                                       =========   =========      =========   =========

Basic and diluted earnings per share                   $    0.09   $    0.08      $    0.20   $    0.20
                                                       =========   =========      =========   =========

Weighted average shares - basic and diluted                5,681       5,765          5,684       5,775
                                                       =========   =========      =========   =========

<FN>
                        See Notes to Condensed Consolidated Financial Statements                                              
</TABLE>
<PAGE>
<TABLE>

                                   OCAL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<CAPTION> 
                                                  September 30,  December 31,
                                                       1998          1997
                                                    _________     _________

                                                   (Unaudited)
ASSETS
<S>                                                 <C>           <C>
CURRENT ASSETS
Cash and cash equivalents                           $   6,278     $   4,529
Accounts receivable, net                                3,739         2,751
Inventories                                             7,436         7,760
Prepaid expenses and other current assets                 102           201
Prepaid income taxes                                       61           253
Deferred income taxes                                     232           275
                                                    _________     _________
Total current assets                                   17,848        15,769
                                                                   
Property and equipment, net                             2,068         1,819
Other assets                                                7            47
                                                    _________     _________

TOTAL ASSETS                                        $  19,923     $  17,635
                                                    =========     =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                 <C>           <C>
CURRENT LIABILITIES
Accounts payable                                    $   1,910     $     922
Accrued expenses                                          914           677
Current maturities of notes payable - stockholders      1,757            --
                                                    _________     _________
Total current liabilities                               4,581         1,599
                                                                   
Long-term notes payable - stockholders                     --         1,757
Deferred income taxes                                     263           287
                                                    _________     _________
Total liabilities                                       4,844         3,643

STOCKHOLDERS' EQUITY
Preferred stock                                            --            --
Common stock                                                6             6
Additional paid-in capital                             10,429        10,486
Retained earnings                                       4,644         3,509
Treasury stock                                             --            (9)
                                                    _________     _________
Total stockholders' equity                             15,079        13,992
                                                    _________     _________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $  19,923     $  17,635
                                                    =========     =========

<FN>
            See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
                                   OCAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (in thousands)
                                  (Unaudited)

<CAPTION>
                                                          1998          1997
                                                       _________     _________
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                
  Net income                                           $   1,135     $   1,175
  Adjustments to reconcile net income to net      
  cash provided by operating activities:
    Depreciation and amortization                            304           235
    Deferred income taxes                                     19           133
    Changes in assets and liabilities:
      Accounts receivable, net                              (988)         (564)
      Inventories                                            324        (1,135)
      Prepaid expenses and other                             139            72 
      Accounts payable                                       988         1,311 
      Accrued expenses                                       237           330 
      Prepaid income taxes                                   192          (383)
                                                       _________     _________
Net cash provided by operating activities                  2,350         1,174

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                       (553)         (447)
                                                       _________     _________
Net cash used in investing activities                       (553)         (447)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchases of treasury stock                                (48)          (61)
  Distribution of S corporation retained earnings
    to prior S corporation stockholders                       --          (300)
  Repayment of notes payable - stockholders                   --        (1,500)
                                                       _________     _________
Net cash used in financing activities                        (48)       (1,861)
                                                       _________     _________

Net increase (decrease) in cash and cash equivalents       1,749        (1,134)
Cash and cash equivalents at beginning of period           4,529         6,619
                                                       _________     _________

Cash and cash equivalents at end of period             $   6,278     $   5,485
                                                       =========     =========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                           $      73     $     163
    Income taxes                                       $     428     $     908

<FN>
            See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>

                                   OCAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  GENERAL

The accompanying condensed consolidated financial statements of Ocal, Inc.  and 
its subsidiaries (collectively, "Ocal" or the "Company") are unaudited and have 
been prepared in conformity with generally accepted accounting principles for 
interim financial reporting and Securities and Exchange Commission regulations.
Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting principles 
have been condensed or omitted pursuant to such rules and regulations. In the 
opinion of management, the accompanying financial statements reflect all 
adjustments (of a normal recurring nature) necessary to provide a fair 
statement of the results for the interim periods presented. The interim 
financial statements should be read in conjunction with the financial 
statements and related notes included in the Company's 1997 Annual Report on 
Form 10-K and the Company's other Securities and Exchange Commission filings.  
The results of operations for the three and nine months ended September 30,
1998 are not necessarily indicative of the results of operations that may 
be expected for the full year ending December 31, 1998.  

2. COMPUTATION OF NET INCOME PER SHARE

The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 
128. This Statement requires the presentation of basic and diluted earnings per 
share. Basic earnings per share is computed using the weighted average number 
of common shares outstanding during the period. Diluted earnings per share is 
computed using the weighted average number of common shares outstanding during 
the period, increased by the effect of dilutive stock options and warrants. All 
earnings per share amounts presented have been recalculated to comply with SFAS 
No. 128's requirements, which did not change amounts previously reported. 

The following table presents the calculation of basic and diluted earnings per 
share: 

<TABLE>
<CAPTION>  
                                             Three Months Ended         Nine Months Ended
                                                September 30,             September  30,
                                            ____________________      ____________________
                                              1998         1997         1998         1997
                                            _______      _______      _______      _______
<S>                                         <C>          <C>          <C>          <C>
Numerator: Net income for basic
  and diluted earnings per share            $   534      $   487      $ 1,135      $ 1,175
Denominator:
  Weighted average shares                     5,681        5,765        5,684        5,775
Effect of dilutive securities:
  Warrants                                       --           --           --           --
  Stock options                                  --           --           --           --
                                            _______      _______      _______      _______

Dilutive potential common shares                 --           --           --           --
Denominator for basic and
  diluted earnings per share                  5,681        5,765        5,684        5,775
                                            =======      =======      =======      =======

Basic and diluted earnings per share        $  0.09      $  0.08      $  0.20      $  0.20
                                            =======      =======      =======      =======
</TABLE>

3.  INVENTORIES

Inventories consist of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                September 30,   December 31,
                                     1998           1997
                                 ___________    ____________
                                 (Unaudited)
<S>                                <C>             <C>
Raw materials                      $ 3,773         $ 3,344
Finished goods                       3,663           4,416
                                   _______         _______

                                   $ 7,436         $ 7,760
                                   =======         =======
</TABLE>

4.  EVENTS SUBSEQUENT TO SEPTEMBER 30, 1998

On October 6, 1998, the Company entered into a definitive merger agreement 
with Thomas & Betts Corporation ("T&B"), a leading producer of connectors and 
components for worldwide electrical and electronic markets. Under the terms 
of the merger agreement, T&B will acquire all of the outstanding shares of 
the Company's common stock for approximately $20.3 million ($3.54 per share) 
in cash, subject to reduction under certain circumstances if and to the 
extent the Company's stockholders' equity at the end of the month prior to 
the consummation of the transaction is less than $15,029,000 (the Company's 
stockholders' equity at August 31, 1998). The consummation of the transaction 
is subject to, among other things, approval by the Company's stockholders at 
a Special Meeting of Stockholders to be called by the Company.

By letter dated October 14, 1998, the United States Environmental Protection 
Agency ("USEPA") issued a general notice letter to Occidental Coating Company 
("Occidental"), a subsidiary of the Company, with respect to the Casmalia 
Disposal Site in Santa Barbara County, California ("Casmalia"). This letter 
notified Occidental that it was considered by USEPA to be a potentially 
responsible party with respect to Casmalia by virtue of the fact that it 
allegedly generated hazardous waste that was disposed of at the site. The 
letter further advised that Occidental was considered a "DE MINIMIS" 
generator, and that DE MINIMIS generators could expect to settle their 
liability with respect to Casmalia for a payment in the range of $75,000 to 
$750,000. USEPA anticipates that the proposed settlement will be offered to 
the DE MINIMIS generators during the fourth quarter of 1998, after which such 
generators will have sixty (60) days to review and approve the offer. The 
Company is currently reviewing the validity of the claim and, based on 
conversations with USEPA, believes that it will be able to settle near the 
lower end of the range (i.e., approximately $120,000). Although the 
settlement costs could be significant in relation to the Company's results of 
operations in the period in which they are incurred, they are not expected to 
have a material adverse effect on the Company's liquidity or consolidated 
financial position.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

This Report contains "forward-looking statements" within the meaning of the 
Private Securities Litigation Reform Act of 1995 which involve risks and 
uncertainties. The actual results of Ocal, Inc. (together with its wholly-
owned subsidiaries, "Ocal" or the "Company") could differ materially from 
those anticipated in these forward-looking statements as a result of certain 
factors, including, without limitation, competitive pressures on product 
pricing, potential delays in implementing planned reductions in material and 
factory labor costs, competition from other manufacturers of PVC-coated 
conduit and from manufacturers of alternative conduit products, nominal 
growth in the Company's industry, dependence on key personnel, control by the 
Company's majority stockholder, and cyclicality of plant expansion activities 
by the Company's end users, as well as the factors set forth in the Company's 
1997 Annual Report on Form 10-K, under the caption "Risk Factors" in the 
Company's IPO Prospectus filed with the Securities and Exchange Commission 
pursuant to Rule 424(b) on March 12, 1996, and in the Company's other 
Securities and Exchange Commission filings. 

RESULTS OF OPERATIONS
_____________________

Ocal, founded in 1965, is a leading manufacturer of high-quality, 
competitively priced polyvinyl chloride (PVC) coated rigid steel conduit, 
elbows, and fittings. The Company's products are primarily used in the new 
construction and maintenance of plants operating in highly corrosive 
environments and provide the maximum protection and durability commercially 
available for electrical wiring systems.

OVERVIEW

On March 18, 1996, the Company completed an initial public offering ("IPO") 
of its stock. Concurrent with the closing of the IPO, all of the outstanding 
capital stock of OCAL, Incorporated ("Ocal Alabama"), Occidental Coating 
Company, Ocal Data Company, and Ocal Transport Co. was acquired by the 
Company through capital contributions by the respective stockholders in 
exchange for an aggregate of 3,250,000 shares of the Company's common stock 
(the "Reorganization"). As part of this Reorganization, Ocal Alabama declared 
a $4,600,000 distribution to its former stockholders, which represented 
estimated undistributed S corporation retained earnings. Of this 
distribution, $1,600,000 was paid by the Company in cash in March 1996 and 
the remainder of the distribution was in the form of $3,000,000 of interest-
bearing notes payable. Upon completion of the final tax return for Ocal 
Alabama, an additional $300,000 distribution was declared and paid in cash to 
the former stockholders in February 1997. In September of 1997, $1,500,000 
principal amount of the notes was repaid in cash and at September 30, 1998, 
$1,500,000 principal amount of the notes (which is due on March 18, 1999) 
remained outstanding.

On October 6, 1998, the Company entered into a definitive merger agreement 
with Thomas & Betts Corporation ("T&B"), a leading producer of connectors and 
components for worldwide electrical and electronic markets. Under the terms 
of the merger agreement, T&B will acquire all of the outstanding shares of 
the Company's common stock for approximately $20.3 million ($3.54 per share) 
in cash, subject to reduction under certain circumstances if and to the 
extent the Company's stockholders' equity at the end of the month prior to 
the consummation of the transaction is less than $15,029,000 (the Company's 
stockholders' equity at August 31, 1998). The consummation of the transaction 
is subject to, among other things, approval by the Company's stockholders at 
a Special Meeting of Stockholders to be called by the Company.

THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
______________________________________________

NET SALES. The Company's net sales for the third quarter of 1998 were 
$6,620,000, which represented an increase of $163,000 (2.5%) compared to net 
sales in the third quarter of 1997. The increase in net sales was due to an 
increase in volume shipments of approximately 4% and a sales mix which 
included more shipments of larger-sized pipe, partially offset by average 
selling prices which were approximately 2% lower than the year-ago period. 

GROSS MARGIN. The Company's gross margin for the third quarter of 1998 was 
$1,976,000, which represented an increase of $184,000 (10.3%) compared to 
gross margin for the same period of 1997. The Company's gross margin as a 
percentage of sales increased to 29.8% in the third quarter of 1998 from 
27.8% in the same period of the prior year, due to certain non-recurring 
reductions in the cost of materials used in the production process.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A"). SG&A expenses for the third 
quarter of 1998 were $1,202,000, which represented an increase of $120,000 
(11.1%) compared to the same period of 1997. As a percentage of net sales, 
SG&A expenses were 18.2% for the third quarter of 1998 compared to 16.8% for 
the same period of 1997. The increase was due primarily to approximately 
$78,000 of expenses related to the Company's merger transaction with T&B. In 
addition, during the third quarter of 1997, the Company received 
approximately $28,000 in insurance refunds relating to legal expenses 
incurred during 1996.
 
INTEREST EXPENSE. Interest expense for the third quarter of 1998 was $29,000, 
which represented a decrease of $20,000 (40.8%) compared to the third quarter 
of 1997. The decrease was due to the repayment of $1,500,000 principal amount 
of notes payable due to former stockholders of Ocal Alabama on September 18, 
1997. 

INTEREST INCOME. Interest income for the third quarter of 1998 was $58,000, 
which represented a decrease of $7,000 (10.8%) compared to the third quarter 
of 1997. The decrease was due to lower average investment balances, resulting 
from the repayment of $1,500,000 principal amount of notes payable due to 
former stockholders of Ocal Alabama on September 18, 1997.

INCOME TAX EXPENSE. The Company's effective income tax rate for the third 
quarter of 1998 was 33.5%, compared to 32.9% in the same period of the prior 
year. The Company uses provisional tax rates for the first half of the year. 
After completion of the tax return for the prior year, which occurs during 
the third quarter of the year, the Company adjusts third quarter tax expense 
to reflect differences that resulted from use of provisional, rather than 
actual, tax rates. 

NET INCOME. Net income for the third quarter of 1998 was $534,000, which 
represented an increase of $47,000 (9.7%) compared to the same period of the 
prior year. The increase was due primarily to increased gross margin, caused 
by material cost savings achieved by reconditioning pipe and reduced prices 
on fittings purchases, partially offset by increased selling, general and 
administrative expenses relating primarily to legal and professional fees in 
connection with the Company's merger transaction with T&B Corporation.

NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
_____________________________________________

NET SALES. The Company's net sales for the nine months ended September 30, 
1998 were $19,155,000, which represented an increase of $821,000 (4.5%) 
compared to net sales in the same period of 1997. The increase in net sales 
was due to an increase in volume shipments of approximately 6%, with average 
selling prices, including the effects of price concessions on opening orders, 
down approximately 2% from the year-ago period.

GROSS MARGIN. The Company's gross margin for the nine months ended September 
30, 1998 was $5,270,000, which represented an increase of $144,000 (2.8%) 
compared to the gross margin for the same period of 1997. The Company's gross 
margin as a percentage of sales decreased to 27.5% for the first nine months 
of 1998 from 28.0% in the same period of the prior year, primarily due to 
competitive pricing. Material costs as a percentage of sales were up just 
slightly (0.8% of sales) during the nine months ended September 30, 1998 
compared to the year-ago period, due to certain non-recurring reductions in 
the cost of materials used in the production process that were achieved in 
the third quarter, which substantially offset earlier material price 
increases.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A"). SG&A expenses for the nine 
months ended September 30, 1998 were $3,581,000, which represented an 
increase of $282,000 (8.5%) compared to the same period of 1997. As a 
percentage of net sales, SG&A expenses were 18.7% for the nine months ended 
September 30, 1998 compared to 18.0% for the same period of 1997. The 
increase was due primarily to higher legal and professional fees, which 
included third quarter 1998 expenses of approximately $78,000 related to the 
Company's merger transaction with T&B, and second quarter 1998 expenses of 
approximately $50,000 related to the settlement of a lawsuit. In addition, 
during the first nine months of 1997, the Company received approximately 
$80,000 in insurance refunds relating to legal expenses incurred during 1996. 
Furthermore, sales commissions for the nine months ended September 30, 1998 
were higher than the same period of the prior year due to the higher level of 
sales.

INTEREST EXPENSE. Interest expense for the nine months ended September 30, 
1998 was $86,000, which represented a decrease of $69,000 (44.5%) compared to 
the same period of 1997. The decrease was due to the repayment of $1,500,000 
principal amount of notes payable due to former stockholders of Ocal Alabama 
on September 18, 1997. 

INTEREST INCOME. Interest income for the nine months ended September 30, 1998 
was $154,000, which represented a decrease of $38,000 (19.8%) compared to the 
same period of 1997. The decrease was due to lower average investment 
balances, resulting from the repayment of $1,500,000 principal amount of 
notes payable due to former stockholders of Ocal Alabama on September 18, 
1997.

INCOME TAX EXPENSE. The Company's effective income tax rate for the nine 
months ended September 30, 1998 was 35.4%, compared to 37.0% in the same 
period of the prior year. The decrease was due to a lower effective state 
income tax rate in 1998.

NET INCOME. Net income for the nine months ended September 30, 1998 was 
$1,135,000, which represented a decrease of $40,000 (3.4%) compared to the 
same period of the prior year. The decrease was due primarily to increased 
selling, general and administrative expenses, partially offset by an increase 
in gross margin and reductions in interest and income tax expenses. 

LIQUIDITY AND CAPITAL RESOURCES
_______________________________

At September 30, 1998, the Company's debt totaled $1,757,000, which consisted 
of $1,500,000 in notes payable to former stockholders of Ocal Alabama and 
$257,000 of notes payable to the Company's major stockholder. These notes are 
due on March 18, 1999.

The Company has a revolving bank line of credit, which provides for maximum 
borrowings of $6,500,000 (subject to certain specified percentages of the 
Company's accounts receivable and inventories). Interest is payable, at the 
Company's option, at either the bank's prime interest rate or LIBOR plus 
2.0%. At September 30, 1998, the Company had $22,000 outstanding under a 
standby letter of credit, and no borrowings outstanding under the bank line 
of credit. The amount of unused credit available under the bank line of 
credit, based upon the Company's collateral at September 30, 1998, was 
$5,182,000.

The Company believes that, in the event the Company's merger transaction with 
T&B is not consummated, cash provided by operating activities, existing cash 
and cash equivalents, and available credit will be sufficient to fund future 
operating and capital cash needs for at least the next 12 to 18 months.

At September 30, 1998, working capital was $13,267,000, compared to 
$14,170,000 at December 31, 1997, a decrease of $903,000 (6.4%). The decrease 
resulted from the reclassification of $1,757,000 principal amount of long-
term notes payable to former stockholders of Ocal Alabama and the Company's 
major stockholder, which are now due in the current period, and reductions in 
inventory and prepaid expenses of $615,000, offset by an increase of $988,000 
in accounts receivable, and an increase in cash (net of increases in accounts 
payable and accrued liabilities) of $524,000. The Company's days' sales 
outstanding in receivables has increased from approximately 49 days at 
December 31, 1997 to approximately 52 days at September 30, 1998.

The Company generated net cash from operating activities of $2,350,000 for 
the nine months ended September 30, 1998, compared to $1,174,000 in the same 
period of 1997. The primary sources of operating cash for the nine months 
ended September 30, 1998 were the Company's net income, increases in accounts 
payable and accrued expenses and a reduction in inventory, partially offset 
by an increase in accounts receivable. During the comparable period of 1997, 
the primary sources of operating cash were the Company's net income and 
increases in accounts payable and accrued expenses, offset by increases in 
inventory, accounts receivable and prepaid income taxes.

Net cash used in investing activities consists of capital expenditures of 
$553,000 for the nine months ended September 30, 1998, compared to $447,000 
in the same period of 1997. The capital expenditures for both periods were 
for upgrading and expansion of the Company's manufacturing equipment to 
further automate production processes.

Net cash used by financing activities was $48,000 for the nine months ended 
September 30, 1998, compared to $1,861,000 in the same period of 1997. During 
the first quarter of 1998, the Company repurchased 20,000 shares of treasury 
stock at a cost of $48,000 under the Company's stock repurchase program. The 
Company's Board of Directors suspended the stock repurchase program during 
the second quarter of 1998. During the nine months ended September 30,1997, 
the Company repaid $1,500,000 principal amount of notes payable to former 
stockholders of Ocal Alabama which matured on September 18, 1997, paid 
$300,000 of previously undistributed S corporation earnings after the 
finalization of Ocal Alabama's March 18, 1996 tax return in February of 1997, 
and repurchased 20,000 shares of its common stock at a cost of $61,000.

ENVIRONMENTAL CONTINGENCIES
___________________________

During preliminary environmental testing conducted on T&B's behalf in 
connection with its acquisition of the Company, certain contaminants were 
discovered in and about the soils, surface water and ground water at the 
Company's Mobile, Alabama plant. A review of Company records indicated that 
these materials should not be present as a result of Company processes, and 
the contaminants may possibly have migrated onto Company property from off-
site property or as a result of operations of predecessor owners or 
operators. Following the discovery of these materials, the Company engaged an 
environmental consulting firm to perform environmental investigations at the 
Mobile plant to further determine the scope of the problem. The matter has 
been reported to the Alabama Department of Environmental Management ("ADEM"), 
and ADEM has required the Company to provide an assessment plan for further 
environmental investigations. ADEM has granted the Company an extension to 
December 15, 1998 for submitting the assessment plan. ADEM will then review 
the plan and determine whether any corrective actions will be required. 

In a meeting between the Company's environmental consulting firm and ADEM 
held on September 3, 1998, ADEM indicated that there would be no requirement 
to address any of the on-site soil contamination. The Company believes, based 
upon the opinion of the consulting firm, that ADEM is unlikely to require 
active remediation of the ground water, and that ADEM will probably require 
only monitoring of any surface or ground water. However, in the event that 
ADEM were to require active remediation of the ground water at the Company's 
Mobile facility, the estimated cost to the Company of implementing the 
remediation would be approximately $200,000 to $400,000 incurred over a two 
to three year period, based on the estimates provided to the Company by its 
environmental consulting firm. Any remediation costs would be funded out of 
cash and cash equivalents.

By letter dated October 14, 1998, the United States Environmental Protection 
Agency ("USEPA") issued a general notice letter to Occidental Coating Company 
("Occidental"), a subsidiary of the Company, with respect to the Casmalia 
Disposal Site in Santa Barbara County, California ("Casmalia"). This letter 
notified Occidental that it was considered by USEPA to be a potentially 
responsible party with respect to Casmalia by virtue of the fact that it 
allegedly generated hazardous waste that was disposed of at the site. The 
letter further advised that Occidental was considered a "DE MINIMIS" 
generator, and that DE MINIMIS generators could expect to settle their 
liability with respect to Casmalia for a payment in the range of $75,000 to 
$750,000. USEPA anticipates that the proposed settlement will be offered to 
the DE MINIMIS generators during the fourth quarter of 1998, after which such 
generators will have sixty (60) days to review and approve the offer. The 
Company is currently reviewing the validity of the claim and believes, based 
on conversations with USEPA, that it will be able to settle near the lower 
end of the range (i.e., approximately $120,000). Although the settlement 
costs could be significant in relation to the Company's results of operations 
in the period in which they are incurred, they are not expected to have a 
material adverse effect on the Company's liquidity or consolidated financial 
position. The Company will pay any settlement costs out of cash and cash 
equivalents.               

<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is currently the subject of proceedings before the Alabama 
Department of Environmental Management and the U.S. Environmental Protection 
Agency relating to certain environmental matters. These matters are discussed 
above under "Notes to Condensed Consolidated Financial Statements - Note 4" 
and "Management's Discussion and Analysis of Financial Condition and Results 
of Operations - Environmental Contingencies."

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

    27. Financial Data Schedule.

(b) Reports on Form 8-K.

    No reports on Form 8-K were filed during the quarter ended 
    September 30, 1998.

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                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.  

                                            OCAL, INC.
                                           (Registrant)


Date:  November 13, 1998                    By: /s/ Ilan Bender
                                            ______________________
                                            Ilan Bender
                                            Chief Executive Officer
                                            and President


                                            By: /s/ David J. Kelly
                                            ______________________
                                            David J. Kelly
                                            Controller
                                            (Principal Accounting Officer)

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