UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM 10-K
Mark one
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended OCTOBER 31, 1996

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

      For the transition period from            to


                                     [LOGO]
                        OPTICAL COATING LABORATORY, INC.
             (Exact name of registrant as specified in its charter)

                         COMMISSION FILE NUMBER 0-2537

              DELAWARE                                    68-0164244

     (State or other jurisdiction of incorporation or organization)(IRS
Identification No.)

         2789 NORTHPOINT PARKWAY, SANTA ROSA CALIFORNIA        95407-7397

           (Address of principal executive offices)            (Zip code)

                                       1

      Registrant's telephone number, including area code: (707) 545-6440


       SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK, $.01 PAR VALUE

                              (Title of each class)

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 period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [O]  Yes  [  ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [O]

At December 31, 1996, the aggregate market value of the registrant's common
stock (based upon the closing price of these shares on the NASDAQ National
Market System) held by non-affiliates, which excludes shares held by officers
and directors and the Employee Stock Ownership Plan of the registrant (not all
of whom claim to be affiliates), was approximately $86.7 million.

At December 31, 1996, there were 9,787,330 shares of the registrant's common
stock, $.01 par value, issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                       2

Portions of the definitive Proxy Statement for the Company's Annual Meeting of
Stockholders to be held March 18, 1997 are incorporated by reference into Part
III of this Form 10-K.

The Exhibit index appears on Pages 42-45.



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE
None

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11.   EXECUTIVE COMPENSATION

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to Paragraph G(3) of the General Instructions to Form 10-K, the
information called for in Part III, Items 10, 11, 12 and 13 of Form 10-K is
omitted since the Company will file with the Securities and Exchange Commission,
not later than 120 days after the close of the fiscal year ended October 31,
1996, a definitive proxy statement pursuant to Regulation 14A in connection with
its 1997 Annual Meeting of Stockholders. The information contained under the
caption "Executive Officers of the Registrant" in Part I of this Form 10-K is
incorporated by reference into Item 10.

                                    PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)        1. CONSOLIDATED FINANCIAL STATEMENTS:

                                       3

          The following consolidated financial statements are included in Item
          8:
                                                                  PAGE(S)
              Independent Auditors' Report................................22
              Consolidated Balance Sheets.................................23
              Consolidated Statements of Income...........................24
              Consolidated Statements of Cash Flows....................25-26
              Consolidated Statements of Common Stockholders' Equity .....27
              Notes to Consolidated Financial Statements..................28
              Supplemental Financial Information.......................40-41

(A)       2.  FINANCIAL STATEMENT SCHEDULES

              The following consolidated financial statement schedules 
          are included in Item 14(d):

              Schedule II - Valuation and Qualifying accounts.........46

All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the accompanying notes.


(A)       3.  LISTING OF EXHIBITS

The following are filed as Exhibits to this Annual Report on Form 10-K. The
numbers refer to the Exhibit Table of Item 601 of Regulation S-K.

Exhibit
No.                                         Description
                                       4

3.1   Restated Certificate of Incorporation. Incorporated by reference to
      Exhibit (4)(a) of the Registrant's Form 10-Q for the quarter ended July
      31, 1988.

3.2   By-Laws.  Incorporated by reference to Exhibit (3)(b) of the Registrant's
      Form 8-K under Item 5 dated November 20, 1987.

4.1   Rights Agreement between Registrant and First Interstate Bank of
      California dated November 25, 1987. Incorporated by reference to Exhibit
      (4) of the Registrant's Form 10-K for the year ended October 31, 1987.

4.2   Note Purchase Agreement(s) dated as of May 27, 1994 for the private
      placement of $18,000,000 of 8.71% Senior Notes due June 1, 2002 between
      the Registrant and Connecticut Mutual Life Insurance Company, Modern
      Woodman of America and American Life and Casualty Insurance Company.
      Incorporated by reference to Exhibit (4)(a) of the Registrant's Form 10-Q
      for the quarter ended July 31, 1994.

4.3   Stock Purchase Agreement dated as of February 8, 1995 by and between 
      the Registrant, Netra Corporation and the Sellers as identified on
      the signature page of said agreement, each a shareholder of Netra
      Corporation, for the purchase by the Registrant of all of the shares of
      common and preferred stock of Netra Corporation.  Incorporated by
      reference to Exhibit (4) of the Registrant's Form 10-Q for the quarter
      ended April 30, 1995.

4.4   Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C Convertible
      Redeemable Preferred Stock Purchase Agreement among the Registrant and
      the investors named therein dated as of May 1, 1995.  Incorporated by
      reference to Exhibit 4(e) of Registrant's Form S-8 dated July 6, 1995.

4.5   Certificate of Designation, Preferences and Rights of Series C
      Convertible Redeemable Preferred Stock of Optical Coating Laboratory,
                                       5
      Inc. dated May 2, 1995.  Incorporated by reference to Exhibit 4(f) of
      Registrant's Form S-8 dated July 6, 1995.

4.6   Credit Agreement dated as of May 24, 1995 among the Registrant, Bank of
      America NT&SA as agent, and Letter of Credit Issuing Bank and the other
      Financial Institutions party thereto arranged by BA Securities, Inc.
      Incorporated by reference to Exhibit (4)(a) of the Registrant's Form 10-Q
      for the quarter ended July 31, 1995.

4.7   Second Amended and Restated Credit Agreement dated as of May 24, 1995
      between Optical Coating Laboratory, Inc. and Bank of America NT&SA.
      Incorporated by reference to Exhibit (4)(b) of the Registrant's Form 10-Q
      for the quarter ended July 31, 1995.

4.8   Secured Promissory Note between Optical Coating Laboratory, Inc. and Aid
      Association for Lutherans dated November 8, 1995.  Incorporated by
      reference to Exhibit 4.8 of the Registrant's Form 10-K for the year ended
      October 31, 1995.

4.9   First Amendment to Credit Agreement dated as of May 24, 1995 between
      Optical Coating Laboratory, Inc., Bank of America, NT&SA, as agent for
      itself and the Banks, and the several financial institutions party to the
      Credit Agreement, which amendment is dated as of December 15, 1995.
      Incorporated by reference to Exhibit 4.9 of the Registrant's Form 10-K
      for the year ended October 31, 1995.


Exhibit
No.                                         Description


   
4.10* Capital Equipment Lease Agreement dated as of February 20, 1996 between
                                       6
      Optical Coating Laboratory, Inc. and Fleet Credit Corporation.

4.11* Capital Equipment Lease Agreement dated as of June 19, 1996 between Flex
      Products, Inc. and Fleet Credit Corporation.
    

9     Not applicable.

10.0  Registrant's Employee Stock Ownership Plan (OCLI ESOP+), as amended.
      Incorporated by reference to Exhibit (10)(c) of the Registrant's Form 10-
      K for the year ended October 31, 1988.

10.1  Registrant's 1996 Incentive Compensation Plan. Incorporated by reference
      to Exhibit A of the Registrant's Proxy Statement dated March 8, 1996.(1)

10.2  Registrant's 1995 Incentive Compensation Plan. Incorporated by reference
      to Exhibit A of the Registrant's Proxy Statement dated March 10, 1995.(1)

10.3  Registrant's 1993 Incentive Compensation Plan. Incorporated by reference
      to Exhibit A of the Registrant's Proxy Statement dated March 8, 1993.(1)

10.4  Registrant's 1992 Incentive Compensation Plan. Incorporated by reference
      to Exhibit  A of the Registrant's Proxy Statement dated March 8, 1992.
      (1)

10.5  Registrant's 1991 Incentive Compensation Plan. Incorporated by reference
      to Exhibit  A of the Registrant's Proxy Statement dated February 25,
      1991. (1)

10.6  Registrant's 1987 Incentive Compensation Plan. Incorporated by reference
      to Exhibit A of the Registrant's Proxy Statement dated February 19, 1987.
      (1)
                                       7

10.7  Registrant's 1984 Incentive Stock Option Plan.  Incorporated by reference
      to Exhibit (10)(d) of the Registrant's Form 10-K for the year ended
      October 31, 1985. (1)

10.8  Registrant's 1983 Incentive Stock Option Plan.  Incorporated by reference
      to Exhibit (10)(d) of the Registrant's Form 10-K for the year ended
      October 31, 1983. (1)

10.9  Registrant's 1982 Incentive Stock Option Plan.  Incorporated by reference
      to Exhibit A of Proxy Statement of Registrant dated March 1, 1982. (1)

10.10 Registrant's Directors' and Officers' Liability and Corporate
      Reimbursement Insurance Policy. Incorporated by reference to Exhibit
      (10)(i) of the Registrant's Form 10-K for the year ended October 31,
      1987. (1)

10.11 Form of Directors' and Officers' Indemnification Agreement. Incorporated
      by reference to Exhibit (10)(j) of the Registrant's Form 10-K for the
      year ended October 31, 1987. (1)

10.12 Employment Agreements between Registrant and its Executive Officers.
      Incorporated by reference to Exhibit (10)(k) of the Registrant's Form 10-
      K for the year ended October 31, 1987. Second Amendment thereto
      incorporated by reference to Exhibit (28)(a) of the Registrant's Form 10-
      Q for the quarter ended January 31, 1992. Third Amendment thereto
      incorporated by reference to Exhibit 10.13 of the Registrant's Form 10-K
      for the year ended October 31, 1993. (1)

10.13 Form of Fourth Amendment to Employment Agreements between Registrant and
      its Executive Officers dated November 20, 1995. Incorporated by reference
      to Exhibit 10.12 of the Registrant's Form 10-K for the year ended October
                                       8
      31, 1995. (1)


Exhibit
No.                                         Description


10.14 Form of Employment Assurance Agreements between Registrant and its key
      technical and professional employees. Incorporated by reference to
      Exhibit (10)(l) of the Registrant's Form 10-K for the year ended October
      31, 1987. Form of Amendment thereto incorporated by reference to Exhibit
      (28)(b) of the Registrant's Form 10-Q for the quarter ended January 31,
      1992. (1)

10.15 Form of Amendment to Employment Assurance Agreements between Registrant
      and its key technical and professional employees dated November 20, 1995.
      Incorporated by reference to Exhibit 10.14 of the Registrant's Form 10-K
      for the year ended October 31, 1995.(1)

10.16 Mortgage Agreement between the Scottish Development Agency and
      Registrant's Scottish Subsidiary. Incorporated by reference to Exhibit
      (10)(o) of the Registrant's Form 10-K for the year ended October 31,
      1987.

10.17 Acquisition Agreement between Henning Von Birkhahn and Ingo Mertens and
      the Registrant's German subsidiary, OCLI Optical Coating Laboratory GmbH,
      dated December 31, 1992 for the acquisition by the Registrant of MMG
      Minnahutte Maschinelle Glasbearbeitung GmbH. Incorporated by reference to
      Exhibit 2A of Registrant's Form 8-K dated December 31, 1992.

10.18 Stock and Note Purchase Agreement by and among OCLI, SICPA Holdings S.A.,
      ICIA, ICIAH and Flex Products, Inc.  Incorporated by reference to the

                                       9
      Registrant's Form 8-K dated May 23, 1995 and Registrant's Form 8-K/A
      dated April 11, 1996.

10.19 Employment Agreement Letter between John McCullough and the Registrant 
      dated October 31, 1995. Incorporated by reference to Exhib
10.20 1997 Management Incentive Plan (1)
11    Computation of earnings (loss) per share for the years ended October 31,
      1996, 1995 and 1994.

12    Not applicable
13    Not applicable
16    Not applicable
18    Not applicable
21    Subsidiaries of the Registrant
22    Not applicable
23    Independent Auditors' Consent and Report on Schedules
24    Not applicable
27    Financial Data Schedule
28    Not applicable
99    Not applicable
   
*     Items not previously filed are designated by an asterisk.
(1)   Designates management contracts or compensatory plan arrangements
      required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
    
(b)    REPORTS ON FORM 8-K
       None


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
                                       10
behalf by the undersigned, thereunto duly authorized.
   
DATE: May 23, 1997                         OPTICAL COATING LABORATORY, INC.

                                           By:  JOSEPH C. ZILS
                                                Joseph C. Zils
                                                Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated:


SIGNATURE                    TITLE                          DATE

                    Chairman of the Board, President,
                        Chief Executive Officer
                       (Principal Executive and
HERBERT M. DWIGHT, JR.     Operating Officer)            May 23, 1997
Herbert M. Dwight, Jr.


JOHN MCCULLOUGH        Director and Vice President        May 23, 1997
John McCullough
                     Vice President, General Counsel,
                            Corporate Secretary
                        and Chief Financial Officer
JOSEPH C. ZILS         (Principal Financial Officer)     May 23, 1997


DOUGLAS C. CHANCE           Director                     May 23, 1997
Douglas C. Chance


SHOEI KATAOKA               Director                     May 23, 1997
Shoei Kataoka


JULIAN SCHROEDER            Director                     May 23, 1997
Julian Schroeder

RENN ZAPHIROPOULOS          Director                      May 23, 1997
Renn Zaphiropoulos

    














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