1995
                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, 1995
                                        
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from _________ to ________
                                        
                        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                 (IRS Identification No.)
incorporation or organization)

                                        
          2789 NORTHPOINT PARKWAY, SANTA ROSA CALIFORNIA    95407-7397
                 (Address of principal executive offices)(Zip code)
                                        
        Registrant's telephone number, including area code (707) 545-6440
   
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                        
     Title of each class        Name of each exchange on which registered
           None                                    None
                                        
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

    Common Stock, $.01 par value                   NASDAQ

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. [X]  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.  [X]

At December 31, 1995, 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
$85.5 million.

At December 31, 1995, there were 9,519,977 shares of the registrant's
common stock, $.01 par value, issued and outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE
                                        
Portions of Optical Coating Laboratory, Inc.'s Annual Report to
Stockholders for the year ended October 31, 1995 are incorporated by
reference into Parts I, II and IV of this Form 10-K.

Portions of the definitive Proxy Statement for the Company's Annual Meeting
of Stockholders to be held March 29, 1996 are incorporated by reference
into Part III of this Form 10-K.

The Exhibit index appears on Pages 14-16.


                                     PART I
ITEM 1.  BUSINESS

GENERAL

Optical Coating Laboratory, Inc. and its consolidated subsidiaries (the
"Company" or "OCLI") is the world's largest independent manufacturer of
optical thin film coated components.  OCLI designs, develops and
manufactures multi-layer thin film coatings which control and enhance light
by altering the transmission, reflection and absorption of its various
wavelengths to achieve a desired effect such as anti-reflection, anti-
glare, electromagnetic shielding, electrical conductivity and abrasion
resistance.  OCLI markets and distributes components to original equipment
manufacturers (OEM's) of optical and electro-optical systems, such as
personal computers, photocopiers, LCD desktop projectors, point-of-sale
scanners, medical instruments and satellites.  OCLI sells its Glare/Guard
brand ergonomic computer display products through resellers and office
retailers.

OCLI was originally incorporated in Delaware in 1948. Subsequently, the
Company was reincorporated in California in 1963 and again reincorporated
in Delaware in 1987.

OCLI manufactures its products at Company-owned facilities in Santa Rosa,
California, Goslar, Germany and Hillend, Scotland. The Company has
developed many of its thin film coating processes and has designed and
fabricated most of the coating equipment used to manufacture its products.
The Company believes its ability to design and build this specialized
equipment has been an important factor in its ability to compete
successfully.

The Company maintains an extensive array of thin film coating equipment,
glass fabrication equipment, precision injection molding equipment and
support facilities to satisfy its customers' requirements for thin film
coated products, fabricated glass components and precision injection molded
plastic optics components.

Through its wholly-owned subsidiary in Goslar, Germany and its principal
manufacturing facility in Santa Rosa, California, the Company operates
fully integrated precision glass fabrication operations with capability for
sawing, machining, heat-treating, chemical-treating, silk screening and
etching glass products to customer specifications.  Fabricated glass
product lines include mirrors, platens, filters, panels and an array of
optics and components made of glass.  OCLI supplies fabricated glass
elements for use as components in copiers, cameras and other electro-
optical devices and instruments. OCLI also manufactures and markets
fabricated glass products.

The Company also operates a fully integrated coating facility with
additional optical fabrication capability at its wholly-owned subsidiary in
Hillend, Scotland.  From this platform, OCLI markets a broad array of
coated products with applications in commercial, scientific and military
markets.  OCLI's Hillend facility also performs research and development
under scientific and UK Ministry of Defense sponsorships.

With its recent acquisition of Netra Corporation, the Company now offers
its customers precision injection molded plastic optical components that
are used in a variety of applications such as inkjet printers, point-of-
sale scanners and sunglasses. Precision molded plastic optics allow for the
production of aspheric surfaces and have significant cost advantages over
similar products made with glass.  Plastic optics also improve impact
resistance and offer a substantial weight advantage over glass components.

With the acquisition of an additional 20% interest in Flex Products, Inc.
(Flex Products or Flex) in May 1995, the Company now holds a controlling
60% interest in Flex Products.  Flex Products is a manufacturer of thin
film coatings on plastic film produced by a proprietary vacuum deposition
technology on large-scale, high-speed roll coating equipment, which was
developed by OCLI in the 1980's.  Flex's principal product, optically
variable pigment (OVP), was also invented by the Company and is used
primarily in currency printing as a security and anti-counterfeiting
measure.  SICPA Holding S.A., a Swiss company that is OCLI's 40% partner in
Flex Products, is the largest manufacturer of printing inks in the world
and is currently Flex Products' largest customer. Flex Products also
manufactures and sells energy efficient window film used for residential,
commercial and automotive energy conservation; printing plates used in
offset color printing; photoreceptor ground planes used in copiers; and
pigment used in automotive paint.

TECHNOLOGY LICENSING

The Company selectively licenses its coating technology to other companies,
primarily for integrated mass production applications that the Company
would not otherwise be able to serve as a manufacturer in the ordinary
course of its business. During the past five years, these licenses,
together with sales of equipment built for licensees in support of the
licenses, have generated revenues to the Company totaling approximately $13
million.

MANUFACTURING

The Company's initial growth came from the development of high precision
coated products for use primarily in defense and aerospace applications and
in sophisticated analytical equipment.  These types of coated products are
produced by relatively costly batch processes and continue to represent a
portion of the Company's revenues.  From this base, the Company has
expanded into commercial markets by designing and fabricating continuous
coating equipment capable of producing a high volume of relatively less
complex products at lower unit costs.  This large-scale equipment has
enabled the Company to serve broad commercial markets with many of its
products.

The Company has developed many of its thin film coating processes and has
designed, fabricated or significantly customized most of the coating
equipment used in production, including its continuous coaters, batch
coaters and high speed roll-to-roll coaters.  The Company believes its
ability to design and build this specialized equipment, and its ability to
develop proprietary process technologies, has been an important factor in
enabling it to compete successfully. Consequently, the Company maintains an
extensive array of thin film coating equipment, glass fabrication equipment
and metrology equipment to meet customer requirements for coated products
and fabricated glass components.

The Company employs various coating processes which it has developed and
established over many years.  It employs batch coating by evaporation as
its historic coating process and batch coating by reactive metal mode
sputtering as a proprietary, patented process.  In its continuous in-line
coating systems, the Company similarly employs evaporation and sputtering
processes.  The Company's Flex Products subsidiary also employs proprietary
evaporation processes and sputtering in its high speed roll-to-roll coating
systems.  The Company and its subsidiary operations have extensive
auxiliary material preparation and glass fabrication equipment in place
which allow the Company to produce a broad array of coated glass and
plastic components and coated products for a wide variety of applications.

The Company has developed and procured extensive state-of-the-art metrology
and test equipment to allow testing and verification of technological and
performance characteristics of its products.  This capability, including
the expertise of the Company's scientific and technical staff to develop
and design specific thin film coatings to meet a customer's application
requirements, is frequently an integral aspect sought by customers in
selecting the Company as a supplier.

The Company has established strong, long-term customer relationships and
serves a wide range of markets, including leading manufacturers of
computers, photographic equipment, copier products, medical
instrumentation, home entertainment products, and space and defense
systems.  The Company's Flex Products subsidiary also has long-term
relationships with customers in its markets.

PRODUCTS AND MARKETS

COMPUTER DISPLAY-OEM

The Company is a leading supplier of anti-reflection coatings used on
computer terminals and other cathode ray tube (CRT) displays, flat panel
displays, LCD (liquid crystal display) displays and touch panel displays
(among other applications) to improve the readability of the information
displayed by reducing glare from reflected light while optimizing the
transmission of light from the display.  The coatings are produced in
several configurations to meet varied customer requirements, including as
laminates with conductive qualities to reduce electromagnetic and
electrostatic discharge.

COMPUTER DISPLAY-AFTERMARKET

The Company produces ergonomic enhancement products which are sold in the
computer end-user market under its Glare/Guard brand and on a private label
basis. The filters provide viewing comfort and health and safety protection
for computer users by improving the visibility of the information displayed
on computer display monitors. Several models are also capable of minimizing
electrical and magnetic field radiation and static charge buildup of
display devices.

OFFICE AUTOMATION

The Company manufactures a complete line of high quality products for
office automation OEMs, including front surface mirrors for photocopiers,
document scanners, overhead projectors, facsimile machines, LCD desktop
projectors and laser beam printers; platen glass and photoreceptors for
photocopiers; hot and cold mirrors used in micrographic readers, overhead
projectors and LCD desktop projectors; color separation filters for desktop
document scanners; and precision molded plastic components used in inkjet
printers.

SECURITY PRODUCTS

Through Flex Products, OCLI manufactures and markets optically variable
pigment used in currency printing as an anti-counterfeiting measure. Flex
Products' largest customer for OVP, and OCLI's partner in Flex Products'
ownership, is SICPA Holding S.A., one of the leading manufacturers of
printing inks in the world. Currently, over 35 countries have adopted the
use of ink made with optically variable pigment in the printing of
currencies and other valued documents, including Albania, Argentina,
Belgium, Bermuda, Czech Republic, France, Germany, Italy, Kazakhstan,
Kenya, Lebanon, Luxembourg, Morocco, Nigeria, Philippines, Poland,
Singapore, Slovak Republic, Slovenia, Switzerland, Thailand, Tunisia,
Turkey, United Arab Emirates, United States and Zaire.
     
INSTRUMENTATION

The Company manufactures a wide array of filters, reflectors and optical
components for use in medical, biochemical, scientific and analytical
instruments, manufacturing process control instruments, barcode scanners,
point-of-sale scanners, focus devices in cameras and slide projectors,
instruments used to monitor blood glucose levels and instruments used to
measure color in paint pigment.

SPECIALTY MARKETS

The Company manufactures products for a variety of specialty applications
including front surface mirrors for projection television; dichroic filters
for specialty stage lighting; energy control window film for architectural
applications; optically variable pigment used in automotive paint;
precision molded plastic optics for sunglasses and anti-reflection linear
polarizers for viewcams.

DEFENSE AND AEROSPACE

The Company designs and manufactures many sophisticated, high precision
coated products and optical components to meet the specific performance
requirements of advanced scientific, space and defense systems.  Examples
include coated infrared optics for use in all-weather missile guidance
systems, reconnaissance systems and satellites; coatings to protect
photovoltaic solar cells on satellites from overheating and from harmful
ultraviolet energy and micro meteorite damage; coated thermal control
mirrors to regulate spacecraft temperature in areas of sensitive
instrumentation; and coated laser optics for use in defense applications,
the development of alternative energy sources and commercial high energy
laser instrumentation.

RAW MATERIALS AND SUPPLIERS

The primary raw materials used by the Company in its coating operations are
various forms of glass, germanium, fused silica and several types of
plastic and inorganic coating materials, such as magnesium fluoride,
silicon dioxide, aluminum or germanium.  The Company has more than one
supplier for each of its raw materials and maintains adequate inventories
and close working relationships with its suppliers to assure a continuous
and adequate supply for production. The Company purchases special grade
flat glass under long-term allocation arrangements from one major US glass
supplier and cannot routinely increase its supply of such special grade
flat glass.  The Company has not experienced any significant interruptions
in production due to a shortage of raw material. Substrate materials are
purchased by the Company or supplied by customers, while coating materials
and their composition are generally supplied by the Company, as they are
often considered a proprietary element of the manufacturing process.

In the Company's Netra operation, the primary raw material used is high
quality granular polycarbonite plastic base stock which the Company
procures from one principal supplier.  Although the Company has experienced
price increases for this raw material, and there is currently product
supply allocation, it has been able to maintain its supply because of the
long-term customer relationship with the supplier.  The Flex Products
subsidiary uses significant quantities of plastic film and inorganic
coating materials in the manufacture of its products.  There is more than
one supplier for both materials, and Flex Products has not experienced
production interruptions due to a shortage of raw materials.

RESEARCH AND DEVELOPMENT

The Company devotes substantial resources to research and development in
order to develop new and improve existing thin film products, processes and
manufacturing equipment.  As a result, the Company has developed a
technological leadership position in the thin film coatings industry, and
customers rely on the Company's thin film consulting expertise as well as
its products.

The Company has focused considerable effort over the past several years to
the development of solid-state electrochromic devices using thin film
coating technologies.  Electrochromic devices dim or brighten in response
to low level variations in electrical current over their surface, allowing
for regulated changes in reflection or transmission of light. The Company's
research and development efforts in electrochromic coatings envision a
number of product applications, including plano and prescription
electrochromic sunglasses, photographic applications, privacy screens,
energy conserving architectural glass forms and brightness or reflection
controls for display devices.

The Company's ongoing research and development commitments include
techniques to improve coating uniformity on plastic substrates for flat
panel display applications; automation of the Company's coating equipment
to improve product and increase equipment productivity; development of new
and improved product configurations for the Glare/Guard market; and
reduction and eventual elimination of coating and cleaning materials that
may be hazardous to the environment.

Flex Products' major research and development effort has been toward the
development and integration of state-of-the-art coating processes for use
in new coating machines which the subsidiary will install during the first
half of fiscal 1996.

Company funded research and development expenditures totaled $8.4 million,
$5.2 million and $5.9 million, or  5.0%, 4.0% and 4.8% of revenues during
fiscal years 1995, 1994 and 1993. In addition to the research and
development funded by the Company, many of the Company's customer contracts
involve state-of-the-art coating applications requiring substantial amounts
of development in support of specific customer applications.

MARKETING

The Company's products are sold by its sales organizations headquartered in
Santa Rosa, California and Reinheim, Germany, who communicate directly with
customers' engineering, manufacturing and purchasing personnel in
determining the design, performance and cost specifications for customer
product requirements.  The Company has regional sales offices in several
major cities throughout the United States and in Germany, France, Italy,
Spain and the United Kingdom. In Japan and other Asian countries, the
Company uses independent distributors and sales representatives, supported
by Company sales staff members, for product marketing and sales.

With the exception of its Glare/Guard(R) product line, the Company markets
most of its standard, high volume coated products and fabricated glass
components to original equipment manufacturers (OEMs).  Its customized,
technically sophisticated products are also marketed to OEMs in addition to
defense and aerospace contractors. The Company exports some of its products
to major distributors who perform product conversion and other value added
process steps before resale. The Company's Glare/Guard(R) product line is
marketed through distributors and dealers directly to end users.

Flex Products sells into several significant markets with a small,
technically oriented sales organization supported by operations and
engineering personal in a sales team approach.

The Company's ten largest customers accounted for 36% of its sales in 1995
and its largest customer accounted for 8%, 7% and 7% of its sales in fiscal
years 1995, 1994, and 1993.  The largest customer of Flex Products, who is
also the Company's 40% partner in the ownership of the subsidiary,
accounted for approximately 12% of total Company sales for the six months
of consolidation of Flex Products.  Because relatively few customers
account for a substantial portion of the Company's sales, the loss of their
business could have a material adverse effect on the Company's operating
results.  However, the Company believes that it has the resources and
capabilities to replace any lost business over time through the development
of new products and new applications for its products.

Foreign sales, primarily in Europe and Asia, including foreign sales of
Flex Products for six months of 1995, represented 47%, 45% and 41% of
revenues for fiscal years 1995, 1994 and 1993.  Sales by the Company's
wholly-owned subsidiary in Scotland represented 10%, 16% and 18% of
revenues for fiscal years 1995, 1994 and 1993.  Sales by the Company's
wholly-owned subsidiary in Germany represented 13%, 15% and 11% of revenues
for fiscal years 1995, 1994 and 1993.  Sales by these subsidiaries are
primarily to customers in European countries.

Export sales by US operations to Asian countries represented 13%, 11% and
9% and to European countries 9%, 3% and 2% of revenues for fiscal years
1995, 1994 and 1993.  Export sales can be affected by adverse currency
alignments, and in 1995, the Company incurred a foreign exchange
transaction loss on an export contract. This exchange transaction loss is
reflected in the operating results reported in the Consolidated Financial
Statements and Notes to Financial Statements in the Company's 1995 Annual
Report to Stockholders incorporated herein by reference. Overall, the loss
was not material to the operations of the Company. Since the Company also
manufactures in two European countries to serve local markets, the Company
thereby reduces its exposure to fluctuations in foreign currencies.
Furthermore, a major portion of export sales are to long-standing customers
of the Company who have participated in the development of product
specifications and standards for their use and who are, therefore, not
relying on competitive pricing alone in their decision to buy from the
Company.  Accordingly, the Company considers its export sales portfolio
well balanced and with limited risk of substantial overall loss.

Sales of products to the federal government, primarily under subcontracts,
accounted for 10%, 11% and 7% of revenues for the fiscal years 1995, 1994
and 1993. The Company's cost-plus-fixed fee (CPFF) government contracts for
the years 1982 through 1995 are subject to pending governmental audit
review.  The audits entail, primarily, a review of costs and expenses
charged to government contracts with the focus on potential adjustments to
the allocation of general and administrative expenses.  For the period 1982
to 1995, general and administrative expenses allocated to government CPFF
contracts have averaged approximately $837,000 per year, and for the last
three fiscal years, general and administrative expense allocations were
$1,827,000 for 1995, $1,479,000 for 1994 and $457,000 for 1993.  The
Company has established a reserve for anticipated adjustments and
disallowances that may result from the government audit reviews.

SEASONALITY

The Company's business is not seasonal in any material sense. However, the
Company customarily shuts down a major portion of its operations between
Christmas and New Year's Day.  As a result, during the last five fiscal
years, normally scheduled work days for the first fiscal quarter have
averaged 56 compared to an average of 64 for the other three fiscal
quarters.  Nonetheless, the Company generally has sufficient manufacturing
capacity and the ability to schedule additional production shifts to meet
its customers' shipment requirements in any period of the year.  The
Company further believes that its revenues and costs are consistently
matched in each fiscal quarter since labor costs during the holiday
shutdown period are generally charged to holiday and vacation labor expense
categories which are accounted for on a pro rata basis over the fiscal
year.

The Company's European subsidiaries customarily shut down their operations
for a two week summer vacation.  The summer shutdown has historically
reduced the Company's fiscal fourth quarter sales in Europe as compared to
sales in the other three fiscal quarters.  In 1995 and prior years, the
decline in sales during the summer in Europe has not been significant to
the consolidated operations of the Company. Such seasonality, however,
could become significant in future periods depending upon the overall
significance of European sales to total Company sales.

BACKLOG

The Company's backlog of orders at the end of each of the last three fiscal
years was as follows:
                             OCTOBER 31,
                         1995    1994  1993
                           (In Millions)
                        $47.9   $35.0  $30.7

At October 31, 1995, backlog includes $7.1 million from Flex Products which
represents orders and specifically scheduled releases on long-term
contracts for delivery within 12 months.  Substantially all orders in
backlog at October 31, 1995 are scheduled for shipment during 1996.  The
amount of backlog at October 31, 1995 represents only a portion of
anticipated sales in 1996, with new orders historically comprising the
major portion of sales in a fiscal year.

Backlog consists of new orders on which shipments have not yet started 
or unfilled portions of orders which are only partly completed.  Some of 
these orders are completed within several days of receipt, while others are 
not completed for a number of months.  Substantially all orders included in
backlog are subject to cancellation without penalty; however, the Company
generally has not experienced significant order cancellations.
Contractually specified delivery dates on orders sometimes are adjusted at
the request of either the customer or the Company.

The Flex Products subsidiary has two multi-year contracts to supply product
exclusively to the customers for the particular product.  These contracts
include annual buy requirements with take or pay provisions.  It is the
practice of Flex Products to only include in reported backlog specifically
scheduled shipment releases under these contracts.

COMPETITION

The Company believes its ability to compete successfully in its markets
depends on a number of factors, both within and outside of its control,
including the price, quality and performance of the Company's products, the
emergence of new optical standards, the ability to maintain adequate
coating capacity and sources of raw materials, the efficiency of its
manufacturing and production, the rate at which customers design the
Company's products into their products, the number and nature of the
Company's competitors in a given market, the assertion of intellectual
property rights and general market and economic conditions.   The Company
attempts to position itself as the exclusive or principal supplier to most
of its key customers.  To the extent competitors offer similar products to
the Company's customers, pricing pressure may result.  When the Company is
unable to differentiate its product offerings, competition and related
pressure on profit margins can be intense.

The Company's competitors include several private companies whose sales of
coated products are believed to be considerably less than the Company's, as
well as coating operations that comprise only a portion of the total
business of other companies.  The Company's glass fabrication operation in
Germany also has local and foreign competitors. The Company believes none
of these competitors has the wide array of technologies or manufacturing
capabilities available at OCLI.

The Company has a larger number of domestic and foreign competitors for its
Glare/Guard anti-glare optical filters.  Companies that purchase coated
glass and assemble and sell filters in competition with the Company include
Fellows, Polaroid, ACCO and 3M. OCLI is the world's largest manufacturer of
anti-reflective optical filters, as measured by total number of units
produced, manufacturing filters for both Glare/Guard products and private
label distributors.  Glare/Guard is one of the most recognized brand names
in its market, both domestically and internationally.

The Flex Products subsidiary has a technologically proprietary and patent
protected position in its major market area.  In this market, and in the
remainder of its business, Flex Products competes through product
innovation, customer service and willingness to invest in additional
manufacturing capacity.

The Company responds to competition primarily on the basis of the advanced
technical characteristics and quality of its products; its ability to meet
and exceed individual customer design and performance specifications; its
dependability and capability as a manufacturer and supplier; the quality of
technical assistance and service furnished to its customers; and the
competitive pricing of its products.

PATENTS AND LICENSES

The Company considers its proprietary technology, its trade secrets and its
patents to be of considerable value to its business.  The Company's patent
position is particularly important to its business in that its patents
demonstrate and support its technological leadership position, safeguard
its competitive position and support existing and potential sales volume.

The Company has 50 patents and 34 patent applications in the United States
which cover materials, processes, products and production equipment.  The
Company also has patents and patent applications pending in various foreign
countries covering the same technology. Expiration dates for the Company's
various patents range from 1996 to 2010. Flex Products currently has 30
patents and 10 new patent applications pending that are separate from the
Company's patents. Expiration dates for Flex Products' patents range from
1997 to 2012.  Flex Products also has patents and patent applications
pending in various foreign countries covering the same technology.

In 1988, at the formation of Flex Products as a joint venture, the Company
and Flex Products entered into a License Agreement under which certain of
the Company's patents relating to roll coating technology were assigned to
Flex Products and Flex Products agreed to make royalty payments to the
Company for the use of these patents.  The License Agreement provides for
royalties of 4% of Flex Products' revenues. The royalty payments are to
continue for several years until a total of $13.7 million is paid. At
fiscal year end 1995, $8.4 million remained to be paid. Also, under the
License Agreement, the Company and Flex Products each hold royalty-free
licenses to use certain of the others' underlying technologies that are
applicable to their respective markets. In addition, the Company and Flex
Products hold royalty-free shared use licenses for technologies applicable
to both markets.

EMPLOYEES

At October 31, 1995, the Company, including Flex Products, Inc., had 1,410
employees of whom 1,091 were employed domestically, 123 were employed by
the Company's operations in Hillend, Scotland; 169 were employed by the
Company's OCLI/MMG Division in Goslar, Germany; and 26 were employed in the
Company's sales and administrative offices in Europe. The Company has not
experienced a work stoppage due to labor difficulties.  The Company
believes its employee relations are satisfactory.

None of the Company's employees in its domestic operations, in its
operations in Scotland or in its European sales and administrative offices
are subject to collective bargaining agreements.  Approximately 70% of the
Company's employees in Goslar, Germany, are members of the national
chemical, paper and ceramic union organization in Germany.  The unionized
employees work under a collective bargaining agreement.

In 1987, the Board of Directors approved increases in severance benefits
for its domestic employees, not including Flex Products, in the event of
certain changes in control of the Company. These severance arrangements
have been extended through November 1997.

OCLI attributes much of its success to its strong relationship with its
employees.  The Company has instituted several employee oriented programs,
including Total Quality Management and a Strategic Quality Plan, to enhance
the quality and efficiency of its operations while improving employee
relations.

JOINT VENTURES, INVESTMENTS AND ACQUISITIONS

Information regarding joint ventures, investments and acquisitions is
included in Note 4 to the Consolidated Financial Statements of the
Company's 1995 Annual Report, which note is incorporated herein by
reference.
                                        
ITEM 2.  PROPERTIES

The Company's corporate headquarters and principal manufacturing and
research and development facilities are located on a Company-owned campus
in Santa Rosa, California. The site consists of approximately 75 acres of
land of which approximately 53 acres are occupied by existing operations,
with the remaining 22 acres currently held available for development or
sale.  The site is within an industrial park area and is served by well-
developed road access and utilities. In addition, the Company leases
offices for its sales personal located in various cities in the US, Europe
and the Far East.

The following table sets forth certain information concerning the Company's
principal facilities.

              NO. OF    LEASED/    TOTAL    SITE
LOCATION     BUILDINGS  OWNED      SQ. FT. (ACRES)  USE

Santa Rosa, CA  12      Owned(1)   426,000    75    Optical Coating 
                                                    Laboratory, Inc.
                                                    and Flex Products, Inc. 
                                                    corporate offices,
                                                    manufacturing, 
                                                    engineering, research
                                                    and development

Santa Rosa, CA   1      Leased     23,000     --    Netra operations 
                                                    administrative offices
                                                    and manufacturing

Santa Rosa, CA   1      Leased(2)  21,000     --    Glare/Guard Division 
                                                    administrative offices, 
                                                    assembly and packaging

Santa Rosa, CA   1      Leased(2)  30,000     --    Glare/Guard Division 
                                                    warehousing

Hillend, 
 Scotland        1      Owned(3)   56,000     16    OCLI Optical Coatings Ltd.
                                                    administrative offices,
                                                    manufacturing and
                                                    research and development
Hillend, 
 Scotland        1      Leased      9,000     --    OCLI Optical Coatings Ltd.
                                                    warehousing

Goslar, 
 Germany         2      Owned(4)   63,000     22    OCLI/MMG Division
                                                    administrative offices 
                                                    and manufacturing

Reinheim, 
 Germany         2      Leased(5)   7,400     --    OCLI Optical Coating
                                                    Laboratory GmbH
                                                    administrative and sales 
                                                    offices; European
                                                    Glare/Guard distribution 
                                                    center

 (1) Subsequent to fiscal year end 1995, the Company entered into a non-
recourse mortgage loan arrangement in the amount of $2.6 million on a
recently completed 72,000 square foot manufacturing building.  The loan has
a 15 year term and carries a fixed interest rate of 8%.

The Company is currently constructing an additional 72,000 square foot
building which will be leased to Flex Products upon its completion. Flex
Products will relocate its administrative and engineering activities to
this new building and will occupy the manufacturing portion of the building
with new, expanded manufacturing capacity. The Company anticipates that it
will mortgage this second new manufacturing building in a similar loan
arrangement as described above.

 (2) Following the relocation of Flex Products' administrative and
engineering activities to the new building under construction, the
Glare/Guard operation will be relocated to the Company's main campus during
1996. The Company intends to continue to lease the warehouse space for
Glare/Guard after the relocation of the Glare/Guard operation.

(3) The facility occupied by OCLI Optical Coatings Limited in Scotland was
constructed for the subsidiary by the Scottish Development Agency (SDA).
The facility consists of a manufacturing and office building on a 16 acre
site in an industrial park area.  The property is owned by the Company
subject to a mortgage held by SDA that has a remaining balance of $4.0
million as of October 31, 1995, with 11 years left on the term of the
mortgage. At the beginning of 1995, OCLI Optical Coatings Limited
negotiated a three year mortgage interest moratorium, with principal
continuing to be payable to Locate in Scotland (formerly SDA), as economic
inducement to encourage business and employment growth in the applicable
region of Scotland.

(4) The Company's OCLI/MMG Division in Goslar, Germany, occupies an
approximately 57,000 square foot manufacturing building and an adjacent
6,000 square foot office building on approximately 22 acres in an
industrial park area.  The land is held under a long-term hereditary rights
agreement.  The manufacturing facility is pledged as security on loans
totaling approximately $1.7 million with repayment terms running through
2013. The office building is collateralized on an approximately $350,000
mortgage loan with repayment over ten years by 2005.

(5) The Company leases approximately 3,100 square feet of office space for
its European headquarters and sales activities and approximately 4,300
square feet of warehousing space for its European Glare/Guard distribution
operation in Reinheim, Germany.

Management believes that the Company's facilities, including a new building
under construction, are adequate for its current level of business and the
near-term growth requirements of the Company and its subsidiaries.

ENVIRONMENTAL

In 1988, the Company discovered ground water contamination at its principal
facilities in Santa Rosa. The Company conducted extensive investigations to
determine the lateral and vertical extent and the environmental impact of
the contamination. During 1990, the Company substantially completed its
investigation and study and formulated a plan of remediation.  The total
cost of the investigation was approximately $5 million which has been
charged to operations in prior periods.

Based upon extensive tests conducted to date, it has not been demonstrated
that contaminant levels pose a current public health hazard.  The Company
has established a program for reducing contaminant concentration levels to
acceptable federal and state levels with the assistance of its
environmental consultants and under the regulatory guidance of the
California Regional Water Quality Control Board.  The Company is continuing
to evaluate the effectiveness of its monitoring, extraction and remediation
systems.  In addition, the Company anticipates drilling additional
monitoring and extraction wells in connection with its final remediation
plan.

Based upon the extensive tests conducted and advice of environmental
consultants, the Company believes the accruals it has previously
established to complete the remediation plan are sufficient and that the
annual cost of maintaining compliance with environmental standards related
to the above matter will not have a material adverse effect on the
Company's business, financial position or prospects.

ITEM 3.  LEGAL PROCEEDINGS

No material legal proceedings are presently pending by or against the
Company or its subsidiaries.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the Company's security holders
during the three months ended October 31, 1995.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of the executive officers of the Company as
of January 15, 1996 are listed below, followed by a brief description of
their business experience during the past five years.  Officers are
appointed annually by the Board of Directors at the next regularly
scheduled meeting of the Board following the Annual Meeting of
Stockholders.  There are no family relationships among these officers nor
any arrangements or understandings between any officer and any other person
pursuant to which an officer was selected.  None of these officers has been
involved in any court or administrative proceeding within the past five
years adversely reflecting on his ability or integrity.

NAME                    AGE  POSITION
Herbert M. Dwight , Jr. 65   Chairman of the Board, President and Chief
                             Executive Officer
William C. Burgess      49   Vice President, Human Resources
Klaus F. Derge          58   Vice President, International Operations
John M. Markovich       39   Vice President, Finance and Chief Financial
                             Officer
John McCullough         63   Vice President and Director
Laurence D. Parson      47   Vice President and General Manager,
                             Glare/Guard(R) Division
Kenneth D. Pietrelli    47   Vice President, Corporate Services
James W. Seeser, Ph.D.  52   Vice President and Chief Technical Officer
N.E. Rick Strandlund    51   Vice President and General Manager, 
                             Santa Rosa Division
Josef Wally             56   Vice President and Corporate Controller
Joseph C. Zils          41   Vice President, General Counsel and 
                             Corporate Secretary

Mr. Dwight has served as Chairman of the Board, President and Chief
Executive Officer since August 19, 1991.  From December 1993 to April 1995,
Mr. Dwight also served as Chief Financial Officer. Mr. Dwight was a founder
of Spectra Physics Inc., a leading manufacturer and developer of commercial
lasers.  He served as Chief Executive Officer of Spectra Physics from 1967
to 1988.  Mr. Dwight was Chairman, President and Chief Executive Officer of
Superconductor Technologies, Inc. from 1988 through August 1991 and
continued to serve as Chairman from 1991 until May 1994.  Mr. Dwight also
serves as director of Trans Ocean Limited, Applied Materials, Inc. and
Applied Magnetics Corp.

Mr. Burgess has served as Vice President, Human Resources since June 1994.
Prior to joining the Company, Mr. Burgess was employed as Vice President,
Human Resources and Administration of Teknekron Communications Systems,
Inc., Berkeley, California, from February 1991, and from 1985 to 1991 was
employed by ABB Asea Brown Boveri, Ltd., Stamford, Connecticut, as Vice
President, Human Resources.

Mr. Derge has been employed by the Company as Vice President, International
Operations, since July 1992. Mr. Derge also serves as the Managing Director
of OCLI Optical Coating Laboratory GmbH, the Company's subsidiary located
in Reinheim, Germany.  He is also Co-Managing Director of MMG Glastechnik
in Goslar, Germany, and Managing Director of the Company's various European
sales operations. Mr. Derge was previously employed by Spectra Physics,
Sweden, as Vice President, International Marketing.

Mr. Markovich joined the Company as Vice President, Finance and Chief
Financial Officer on April 11, 1995. Prior to joining the Company, Mr.
Markovich served as Vice President, Finance and Chief Financial Officer of
Electrosci, Inc., Newport Beach, California from May 1993 to February 1995
and from July 1992 to May 1993 was employed by the Norden Fruit Company,
Los Angeles, California as Vice President, Finance and Chief Financial
Officer. From 1987 to 1992, Mr. Markovich served as Vice President and
Treasurer of Western Digital Corporation, Irvine, California.

Mr. McCullough was the Company's Vice President, Finance and Administration
from 1958 to 1967. During 1976 and 1977, he was Vice President in charge of
the Company's Commercial Products and Raytek Divisions.  In January 1978,
he was appointed Senior Vice President, and in December 1988, he was
appointed Executive Vice President of the Company. In January 1992, he
assumed a lesser involvement with the Company with the title of Vice
President.  Mr. McCullough has served as a director of the Company since
1985.

Mr. Parson has been employed by the Company since 1973 in various
manufacturing, marketing and sales positions.  He was appointed General
Manager, Glare/Guard(R) Division, in May 1992 and was appointed Vice
President in June 1993.

Mr. Pietrelli has been employed by the Company since 1980. Mr. Pietrelli
held the position of Corporate Materials Manager until May 1992 when he
assumed the position of Manager, Corporate Services. He was appointed Vice
President, Corporate Services in June 1993.

Dr. Seeser has been employed by the Company since 1983.  Dr. Seeser held
various engineering and engineering management positions with the Company
and was appointed Vice President in March 1986 and Chief Technical Officer
effective in November 1993.   From August 1987 through March 1989, he also
held the position of General Manager, Advanced Products Division, in
addition to his management responsibilities for the Corporate Technology
Group of the Company.

Mr. Strandlund has been employed by the Company since 1973 and has held
various engineering and management positions with the Company.  He was
appointed Vice President and General Manager, Commercial Products Division
in September 1986.  Effective with the formation of the Santa Rosa Division
in November 1992, he became Vice President and General Manager, Santa Rosa
Division.

Mr. Wally has been employed by the Company since 1978 as Controller, and
was appointed Vice President  in December 1988.  Mr. Wally served as acting
Corporate Secretary from July 1981 to April 1983 and as Corporate Secretary
from April 1983 to December 1993.

Mr. Zils has been employed by the Company since 1989 as General Counsel.
He was appointed Vice President in June 1993 and assumed the additional
position of Corporate Secretary in December 1993.

Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth in the definitive Proxy Statement
relating to the Company's 1996 Annual Meeting of Stockholders, which
information is incorporated herein by reference.

                               PART II
                                        
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
        MATTERS

Information required by this item is included in the Company's 1995 Annual
Report to Stockholders under Market for Registrant's Common Stock and
Related Stockholder Matters and is herein incorporated by reference. The
Company's Common Stock is traded over-the-counter and quoted on the
NASDAQ/National Market System under the symbol OCLI.  The number of
stockholders of record at December 31, 1995 was 1,080.

ITEM 6. SELECTED FINANCIAL DATA

Information required by this item (Five-Year Summary) is included on the
inside front cover of the Company's 1995 Annual Report to Stockholders and
is herein incorporated by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF  OPERATIONS
        AND FINANCIAL CONDITION

Information required by this item is included on pages 6 through 10 of the
Company's 1995 Annual Report to Stockholders under Management's Discussion
and Analysis of Results of Operations and Financial Condition and is herein
incorporated by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is included in the Company's 1995 Annual
Report to Stockholders under Consolidated Balance Sheets; Consolidated
Statements of Operations; Consolidated Statements of Cash Flows;
Consolidated Statements of Common Stockholders' Equity; Notes to
Consolidated Financial Statements; Independent Auditors' Report; and
Quarterly Financial Results (unaudited) and is herein incorporated by
reference.

The consolidated financial schedules of Optical Coating Laboratory, Inc.
and Subsidiaries are filed as part of Item 14 of this annual report on Form
10-K.

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, not later than 120 days after the
close of the fiscal year ended October 31, 1995, with the Securities and
Exchange Commission, a definitive proxy statement pursuant to Regulation
14A in connection with its 1996 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)ITEMS FILED AS PART OF REPORT
                                               ANNUAL REPORT
        1. CONSOLIDATED FINANCIAL STATEMENTS:      PAGE(S)
            Consolidated Balance Sheets                11
            Consolidated Statements of Operations      12
            Consolidated Statements of Cash Flows   13-15
            Consolidated Statements of Common 
            Stockholders' Equity                       16
            Notes to Consolidated Financial 
            Statements                              17-26
            Quarterly Financial Results (unaudited)    27
            Independent Auditors' Report               28

The Consolidated Financial Statements, Independent Auditors' Report, Notes
to Consolidated Financial Statements and unaudited quarterly information of
Optical Coating Laboratory, Inc. and Subsidiaries listed in the above index
are incorporated herein by reference to the Company's 1995 Annual Report to
Stockholders. With the exception of the items referred to above and in
Items 5, 6, 7 and 8, the Company's Annual Report to Stockholders for the
fiscal year ended October 31, 1995 is not deemed filed as part of this
Report.
        
        2.  FINANCIAL STATEMENT SCHEDULES

            Schedule VIII     Valuation and Qualifying Accounts

The financial statement schedule should be read in conjunction with the
financial statements in the 1995 Annual Report to Stockholders. Schedules
not included in these financial statement schedules have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.

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.

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, 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.

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.

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

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

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

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

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

10.6  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)

10.7  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)

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

10.9  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)

10.10 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)

10.11 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)

10.12*Form of Fourth Amendment to Employment Agreements between Registrant
      and its Executive Officers dated November 20, 1995.(1)

10.13 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)

10.14*Form of Amendment to Employment Assurance Agreements between
      Registrant and its key technical and professional employees dated
      November 20, 1995. (1)

10.15 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.

10.16 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 MinnahYtte Maschinelle Glasbearbeitung GmbH.
      Incorporated by reference to Exhibit 2A of Registrant's Form 8-K
      dated December 31, 1992.

10.17 Stock and Note Purchase Agreement by and among OCLI, SICPA Holdings
      S.A., ICIA, ICIAH and Flex Products, Inc.  Incorporated by reference
      to the Registrant's Form 8-K dated May 23, 1995.

10.18*Employment Agreement Letter between John McCullough and the
      Registrant dated October 31, 1995.(1)

11*   Computation of earnings (loss) per share for the years ended October
      31, 1995, 1994 and 1993.

12    Not applicable.

13*   1995 Annual Report to Stockholders for the fiscal year ended October
      31, 1995, not deemed to be filed herein except for certain portions
      which have been incorporated herein by reference.

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
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

                                        
                                        
                                        
                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
        SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS (S-X, RULE 12-09)
                             (AMOUNTS IN THOUSANDS)
                                        
Column A               Column B       Column  C        Column D    Column E
                                      Additions
                      Balance at Charged to  Charged   Deductions   Balance
                      Beginning  Costs and   to Other  Amounts      at End
Description           of Period  Expenses    Accounts  Charged off  of Period

ALLOWANCE FOR 
DOUBTFUL ACCOUNTS:
 Year ended 
  October 31, 1995     $1,810      $369       $136(a)    $1,086      $1,229

 Year ended 
  October 31, 1994     $1,817      $667        $85(a)      $759      $1,810

 Year ended 
 October 31, 1993        $728    $1,167       $102(a)      $180      $1,817


ALLOWANCE FOR INTER-
COMPANY PROFIT
IN INVENTORY:
 
 Year ended 
  October 31, 1995     $1,166      $150       $ -0-      $  -0-     $1,316

 Year ended 
  October 31, 1994     $1,130       $36       $ -0-      $  -0-     $1,166

 Year ended 
  October 31, 1993     $1,809     $ -0-       $ -0-      $  679     $1,130


VALUATION RESERVES 
FOR INVENTORY:

 Year ended 
  October 31, 1995      $ 765     $ -0-      $ -0-      $  149     $   616

 Year ended 
  October 31, 1994      $ 826     $ -0-      $ -0-      $   61     $   765

 Year ended 
  October 31, 1993      $ 248     $ 578      $ -0-      $  -0-     $   826


(a)The 1995 balance consists primarily of amounts recorded in connection
   with the acquisition of Flex Products. The 1994 balance consists of
   recoveries and foreign currency translation effects.  The 1993 balance
   consists primarily of amounts recorded in connection with the
   acquisition of MMG, net of recoveries.
                                        
                              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 behalf by the undersigned, thereunto duly authorized.

DATE:  January 29, 1996       OPTICAL COATING LABORATORY, INC.

                              By:  /s/John M. Markovich
                                 John M. Markovich
                                 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
/s/Herbert M. Dwight, Jr  Operating Officer)          January 29,1996
Herbert M. Dwight, Jr.
                         Vice President, Finance
                       and Chief Financial Officer
/s/John M. Markovich  (Principal Financial Officer)   January 29, 1996
John M. Markovich
                           Vice President and
                          Corporate Controller
/s/Josef Wally        (Principal Accounting Officer)  January 29, 1996
Josef Wally

/s/John McCullough     Director and Vice President    January 29, 1996
John McCullough

/s/EDouglas C. Chance          Director               January 29, 1996
Douglas C. Chance

/s/Julian Schroeder            Director               January 29, 1996
Julian Schroeder

/s/Renn Zaphiropoulos          Director               January 29, 1996
Renn Zaphiropoulos