<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 JUNE 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 August 10, 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 Six Months
                                                           Ended June 30,            Ended June 30,
                                                       ______________________     _____________________

                                                          1998        1997           1998        1997
                                                          ____        ____           ____        ____
<S>                                                    <C>         <C>            <C>         <C>
Net sales                                              $   6,431   $   6,350      $  12,535   $  11,877
Cost of goods sold                                         4,783       4,590          9,241       8,543
                                                       _________   _________      _________   _________
Gross margin                                               1,648       1,760          3,294       3,334
Selling, general and administrative expenses               1,189       1,108          2,379       2,217
                                                       _________   _________      _________   _________
Operating income                                             459         652            915       1,117
Interest expense                                              29          53             57         106
Interest income                                              (51)        (63)           (96)       (127)
                                                       _________   _________      _________   _________
Income before income taxes                                   481         662            954       1,138
Provision for income taxes                                   178         260            353         450
                                                       _________   _________      _________   _________
Net income                                             $     303   $     402      $     601   $     688
                                                       =========   =========      =========   =========

Basic and diluted earnings per share                   $    0.05   $    0.07      $    0.11   $    0.12
                                                       =========   =========      =========   =========

Weighted average shares - basic and diluted                5,681       5,780          5,686       5,780
                                                       =========   =========      =========   =========

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

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

                                                   (Unaudited)
ASSETS
<S>                                                 <C>           <C>
CURRENT ASSETS
Cash and cash equivalents                           $   4,916     $   4,529
Accounts receivable, net                                3,779         2,751
Inventories                                             7,382         7,760
Prepaid expenses and other current assets                 117           201
Prepaid income taxes                                      292           253
Deferred income taxes                                     179           275
                                                    _________     _________
Total current assets                                   16,665        15,769
                                                                   
Property and equipment, net                             2,070         1,819
Other assets                                               16            47
                                                    _________     _________

TOTAL ASSETS                                        $  18,751     $  17,635
                                                    =========     =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                 <C>           <C>
CURRENT LIABILITIES
Accounts payable                                    $   1,297     $     922
Accrued expenses                                          902           677
Current maturities of notes payable - stockholders      1,757            --
                                                    _________     _________
Total current liabilities                               3,956         1,599
                                                                   
Long-term notes payable - stockholders                     --         1,757
Deferred income taxes                                     250           287
                                                    _________     _________
Total liabilities                                       4,206         3,643

STOCKHOLDERS' EQUITY
Preferred stock                                            --            --
Common stock                                                6             6
Additional paid-in capital                             10,429        10,486
Retained earnings                                       4,110         3,509
Treasury stock                                             --            (9)
                                                    _________     _________
Total stockholders' equity                             14,545        13,992
                                                    _________     _________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $  18,751     $  17,635
                                                    =========     =========

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

<CAPTION>
                                                          1998          1997
                                                       _________     _________
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                
  Net income                                           $     601     $     688
  Adjustments to reconcile net income to net      
  cash provided by operating activities:
    Depreciation and amortization                            199           155
    Deferred income taxes                                     59           119
    Changes in assets and liabilities:
      Accounts receivable, net                            (1,028)          (81)
      Inventories                                            378          (548)
      Prepaid expenses and other                             115            94 
      Accounts payable                                       375          (191)
      Accrued expenses                                       225           254 
      Prepaid income taxes                                   (39)         (261)
                                                       _________     _________
Net cash provided by operating activities                    885           229

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                       (450)         (200)
                                                       _________     _________
Net cash used in investing activities                       (450)         (200)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchases of treasury stock                                (48)          (33)
  Distribution of S corporation retained earnings
    to prior S corporation stockholders                       --          (300)
                                                       _________     _________
Net cash used in financing activities                        (48)         (333)
                                                       _________     _________

Net increase (decrease) in cash and cash equivalents         387          (304)
Cash and cash equivalents at beginning of period           4,529         6,619
                                                       _________     _________

Cash and cash equivalents at end of period             $   4,916     $   6,315
                                                       =========     =========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                           $      49     $      98
    Income taxes                                       $     332     $     589

<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.  
("Ocal" or the "Company") and its subsidiaries 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 months and six months ended June 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         Six Months Ended
                                             __________________         ________________
                                            June 30,     June 30,     June 30,     June 30,
                                              1998         1997         1998         1997
                                            _______      _______      _______      _______
<S>                                         <C>          <C>          <C>          <C>
Numerator: Net income for basic
  and diluted earnings per share            $   303      $   402      $   601      $   688
Denominator:
  Weighted average shares                     5,681        5,780        5,686        5,780
Effect of dilutive securities:
  Warrants                                       --           --           --           --
  Stock options                                  --           --           --           --
                                            _______      _______      _______      _______

Dilutive potential common shares                 --           --           --           --
Denominator for basic and
  diluted earnings per share                  5,681        5,780        5,686        5,780
                                            =======      =======      =======      =======

Basic and diluted earnings per share        $  0.05      $  0.07      $  0.11      $  0.12
                                            =======      =======      =======      =======
</TABLE>

3.  INVENTORIES

Inventories consist of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                   June 30,     December 31,
                                     1998           1997
                                 ___________    ____________
                                 (Unaudited)
<S>                                <C>             <C>
Raw materials                      $ 3,322         $ 3,344
Finished goods                       4,060           4,416
                                   _______         _______

                                   $ 7,382         $ 7,760
                                   =======         =======
</TABLE>
<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, cyclicality of plant expansion activities by the 
Company's end users, and risks associated with the financing and integration of 
potential future acquisitions (including the potential dilutive effect and 
other financial impact of such acquisitions), 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, and the total amount of the distribution was 
finalized as $4,900,000 upon completion of the final tax return for Ocal 
Alabama. The estimated distribution was paid in March 1996 in the form of cash 
of $1,600,000 and notes payable of $3,000,000. The additional $300,000 of 
undistributed S corporation retained earnings was paid in cash to the 
stockholders in February of 1997. 

THREE MONTHS ENDED JUNE 30, 1998 AND 1997
_________________________________________

NET SALES. The Company's net sales for the second quarter of 1998 were 
$6,431,000, which represented an increase of $193,000 (1.3%) compared to net 
sales in the second quarter of 1997. The increase in net sales was due to an 
increase in volume shipments of approximately 3%, offset by significant price 
concessions on one large overseas order and also on initial orders for three 
new Ocal stocking distributors. In addition, average selling prices decreased 
by approximately 2% from the year-ago period. 

GROSS MARGIN. The Company's gross margin for the second quarter of 1998 was 
$1,648,000, which represented a decrease of $112,000 (6.4%) compared to the 
gross margin for the second quarter of 1997. The Company's gross margin as a 
percentage of sales decreased to 25.6% in the second quarter of 1998 from 27.7% 
in the same prior year period, primarily due to the aforementioned pricing 
concessions and competitive pricing in the Company's industry in general. 

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses for the second 
quarter of 1998 were $1,189,000, which represented an increase of $81,000 
(7.3%) compared to the second quarter of 1997. The increase was due primarily 
to approximately $50,000 of non-recurring expenses related to the settlement of 
a lawsuit and increased sales commissions. The average sales commission rate 
increased to 8.0% for the second quarter of 1998 from 7.5% in the second 
quarter of 1997 due to a greater value of shipments from agent warehouses 
during the quarter. 
 
INTEREST EXPENSE.  Interest expense for the second quarter of 1998 was $29,000, 
which represented a decrease of $24,000 (45.3%) compared to the second 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 second quarter of 1998 was $51,000, 
which represented a decrease of $12,000 (19.0%) compared to the second 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 second 
quarter of 1998 was 37.0%, compared to 39.3% in the same period of the prior 
year. The tax rate used during the second quarter of 1997 was a provisional 
rate, which was reduced later in the year, and the effective rate for the full 
year of 1997 was 36.5%. 

NET INCOME.  Net income for the second quarter of 1998 was $303,000, which 
represented a decrease of $99,000 (24.6%) compared to the same period of the 
prior year. The decrease was due primarily to reduced gross margin, caused by 
lower net pricing, as well increased selling, general and administrative 
expenses, partially offset by a reduction in the effective income tax rate. 

SIX MONTHS ENDED JUNE 30, 1998 AND 1997 
_______________________________________

NET SALES.  The Company's net sales for the six months ended June 30, 1998 were 
$12,535,000, which represented an increase of $658,000 (5.5%) 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 7%, 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 six months ended June 30, 
1998 was $3,294,000, which represented a decrease of $40,000 (1.2%) compared to 
the gross margin for the same period of 1997. The Company's gross margin as a 
percentage of sales decreased to 26.3% for the first six months of 1998 from 
28.1% in the same period of the prior year, primarily due to a combination of 
competitive pricing and increased material costs. Material costs as a 
percentage of sales increased from approximately 44.5% for the first six months 
of 1997 to approximately 47.0% for the same period of 1998, with steel pipe 
costs staying relatively flat and costs of fittings increasing. 

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses for the six months 
ended June 30, 1998 were $2,379,000, which represented an increase of $162,000 
(7.3%) compared to the same period of 1997. The increase was largely due to 
higher sales commissions, as well as approximately $50,000 of non-recurring 
expenses related to the settlement of a lawsuit in the second quarter of 1998. 
The average sales commission rate for the first six months of 1998 increased to 
8.0% in 1998 from 7.5% in 1997 due to a greater value of shipments from agent 
warehouses. 

INTEREST EXPENSE.  Interest expense for the six months ended June 30, 1998 was 
$57,000, which represented a decrease of $49,000 (46.2%) 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 six months ended June 30, 1998 was 
$96,000, which represented a decrease of $31,000 (24.4%) 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 six months 
ended June 30, 1998 was 37.0%, compared to 39.5% in the same period of the 
prior year. The tax rate used during the first six months of 1997 was a 
provisional rate, which was reduced later in the year, and the effective rate 
for the full year of 1997 was 36.5%. 

NET INCOME.  Net income for the six months ended June 30, 1998 was $601,000, 
which represented a decrease of $87,000 (12.6%) compared to the same period of 
the prior year. The decrease was due to increased selling, general and 
administrative expenses, partially offset by a reduction in the effective 
income tax rate. Notwithstanding the Company's increased revenues during the 
first six months of 1998, the Company experienced a slight decrease in gross 
margin due to competitive pricing and increases in certain material costs. 

LIQUIDITY AND CAPITAL RESOURCES 
_______________________________

At June 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 June 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 June 30, 1998, was $5,497,000. 

The Company believes that 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. The 
Company intends to pursue a strategy of growth by selective acquisitions that 
complement the Company's strengths in the electrical conduit industry. Such 
acquisitions may necessitate the issuance of additional debt or equity 
securities of the Company. The Company intends to pursue this strategy with 
careful regard for profitability, the need for liquidity, and the potential 
dilutive effect of any additional issuance of equity securities. There can be 
no assurance, however, that any acquisitions will occur or that an acquisition 
that does occur will not adversely affect the Company's net income or 
liquidity. 

At June 30, 1998, working capital was $12,709,000, compared to $14,170,000 at 
December 31, 1997, a decrease of $1,461,000 (10.3%). The most significant 
components of the decrease were the reclassification of $1,757,000 principal 
amount of long-term notes payable due to former stockholders of Ocal Alabama 
and the Company's major stockholder, which are now due in the current period, 
and increases in accounts payable and accrued expenses of $600,000, which were 
partially offset by an increase in accounts receivable of $1,028,000. The 
Company's days' sales outstanding in receivables has increased from 
approximately 49 days at December 31, 1997 to approximately 52 days at June 30, 
1998. 

The Company generated net cash from operating activities of $885,000 for the 
first six months ended June 30, 1998, compared to $229,000 in the same period 
of 1997. The primary sources of operating cash for the six months ended June 
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 first six months of 1997, the primary 
sources of operating cash were the Company's net income, offset by increases in 
inventory and prepaid income taxes. 

Net cash used in investing activities consists of capital expenditures of 
$450,000 for the six months ended June 30, 1998, compared to $200,000 in the 
same period of 1997. The increased expenditures in 1998 relate to the ongoing 
automation of certain painting and pipe-cutting processes which are currently 
being done manually. 

Net cash used by financing activities was $48,000 for the six months ended June 
30, 1998, compared to $333,000 in the same period of 1997. During the first 
quarter of 1998, the Company purchased 20,000 shares of treasury stock at a 
cost of $48,000 under its stock repurchase program. During the first quarter of 
1997, the Company paid $300,000 of previously undistributed S corporation 
earnings to former Ocal Alabama stockholders after the finalization of Ocal 
Alabama's March 18, 1996 tax return and in the second quarter of 1997 
repurchased 10,000 shares of treasury stock at a cost of $33,000. During the 
second quarter of 1998, the Company's Board of Directors decided to suspend the 
Company's stock repurchase program. 


<PAGE>

PART II - OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>

    At the Company's Annual Meeting of Stockholders, held May 18, 1998, the Company's
stockholders approved the following:

    Proposal One: Election of Directors
    _____________ _____________________

<CAPTION>
                                          Votes For           Votes Withheld
                                          _________           ______________
    <S>                                   <C>                     <C>
    Ilan Bender                           5,381,000               28,285
    Ronald Costa                          5,381,000               28,285
    Carlos R. Espinosa                    5,381,000               28,285
    Carlos V. Espinosa                    5,381,000               28,285
    William T. Gross                      5,381,000               28,285
    Michael R. Peevey                     5,381,000               28,285

</TABLE>
<TABLE>

    Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company's
    _____________ _____________________________________________________________________
                  Independent Auditors for the year ending December 31, 1998
                  __________________________________________________________

    <S>                                   <C>
    Votes For                             5,396,783
    Votes Against                            11,400
    Abstensions                               1,800
    Broker Non-Votes                              0

</TABLE>
                  
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 June 30, 1998.

<PAGE>

                            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:  August 14, 1998                      By: /s/Lida R. Frankel
                                            ______________________
                                            Lida R. Frankel
                                            Chief Financial Officer
<PAGE>