UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                 FORM 10-K/A
    
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, 1997

[ ]   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                     (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:  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. [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, 1997, 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
$109.8 million.

At December 31, 1997, there were 10,631,712 shares of the registrant's
common stock, $.01 par value, issued and outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Company's Annual Meeting
of Stockholders to be held March 31,1998 are incorporated by reference
into Part III of this Form 10-K.

The Exhibit index appears on Pages 47-49.


 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

Not applicable.

                                 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, 1997, a definitive proxy statement pursuant to Regulation
14A in connection with its 1998 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:

          The following consolidated financial statements of Optical
          Coating Laboratory, Inc. are included in Item 8:
                                                                     PAGE(S)
              Independent Auditors' Reports...........................24-25
              Consolidated Balance Sheets............................    26
              Consolidated Statements of Income..........................27
              Consolidated Statements of Cash Flows...................28-29
              Consolidated Statements of Common Stockholders'
              Equity ....................................................30
              Notes to Consolidated Financial Statements.................31
              Supplemental Financial Information.........................45

(A)       2.  FINANCIAL STATEMENT SCHEDULES

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

              Schedule II - Valuation and Qualifying accounts............50

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

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   Stockholder Rights Agreement between the Registrant and ChaseMellon
      Shareholder Services L.L.C. dated December 16, 1997.

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
      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   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.

4.8   Second Amendment to Credit Agreement dated as of May 24, 1995
      between Optical Coating Laboratory, Inc. and 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 January 28, 1997.

4.9   Third Amendment to Credit Agreement dated as of May 24, 1995 between
      Optical Coating Laboratory, Inc. and 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 May
      23, 1997. Incorporated by reference to Exhibit (4.1) of the
      Registrant's Form 10-Q for the quarter ended April 30, 1997.


EXHIBIT
NO.                              DESCRIPTION

4.10  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.

4.11  Capital Equipment Lease Agreement dated as of February 20, 1996
      between Optical Coating Laboratory, Inc. and Fleet Credit
      Corporation. Incorporated by reference to Exhibit 4.10 of the
      Registrant's Form 10-K for the year ended October 31, 1996.

4.12  Capital Equipment Lease Agreement dated as of June 19, 1996 between
      Flex Products, Inc. and Fleet Credit Corporation.  Incorporated by
      reference to Exhibit 4.11 of the registrant's Form 10-K for the year
      ended October 31,1996.

4.13  Credit Agreement dated as of May 20, 1997 between Optical Coating
      Laboratory, Inc. as Borrower and ABN AMRO Bank N.V. as bank.
      Incorporated by reference to Exhibit 4.2 of the Registrant's form
      10-Q for the quarter ended April 30, 1997.

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  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)

10.7  Form of Change in Control Employment Agreements between the
      Registrant and its Executive Officers dated November 20, 1997.(1)

10.8  Form of Employment Assurance Agreements between the Registrant and
      its key technical and professional employees dated as of November
      20, 1997. (1)

10.9  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.

EXHIBIT
NO.                             DESCRIPTION

10.10 Stock and Note Purchase Agreement by and among OCLI, SICPA Holding
      S.A., ICIA, ICIAH and Flex Products, Inc. Incorporated by
      reference to the Registrant's Form 8-K dated May 23, 1995 and
      Registrant's Form 8-K/A dated April 11, 1996.
   
10.11*Settlement agreement between the Registrant, SICPA Holding S.A. and
      Flex Products, Inc. dated November 27, 1997. (Confidential treatment
      has been requested on portions of this document.)

10.12*Agreement by and between JDS FITEL Inc. and Optical Coating
      Laboratory, Inc. dated February 1, 1997. (Confidential treatment has
      been requested on portions of this document.)

10.13*First Amendment, dated February 2, 1997, to Agreement by and Between
      JDS FITEL, Inc. and Optical Coating Laboratory, Inc. dated February
      1, 1997. (Confidential treatment has been requested on portions of
      this document.)

10.14*Second Amendment, dated June 1, 1997, to Agreement by and Between
      JDS FITEL, Inc. and Optical Coating Laboratory, Inc. dated February
      1, 1997. (Confidential treatment has been requested on portions of
      this document.)
    

10.15 Employment Agreement Letter between John McCullough and the Registrant
      dated October 31, 1995. Incorporated by reference to Exhibit 10.18 of
      the Registrant's Form 10-K for the year ended October 31, 1995.

10.16 1998 Management Incentive Plan (1)

11    Computation of earnings (loss) per share for the years ended October
      31, 1997, 1996 and 1995.

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 behalf by the undersigned, thereunto duly authorized.

DATE: MAY 5, 1998                          OPTICAL COATING LABORATORY, INC.


                                           BY: /S/CRAIG B. COLLINS
                                                Craig B. Collins
                                                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

                                 DIRECTOR, PRESIDENT
                             AND CHIEF EXECUTIVE OFFICER
/S/CHARLES J. ABBE           (Principal Executive Officer)      MAY 5, 1998

Charles J. Abbe

                                VICE PRESIDENT, FINANCE
/S/CRAIG B. COLLINS           AND CHIEF FINANCIAL OFFICER       MAY 5, 1998
Craig B. Collins             (Principal Financial Officer)


/S/HOLLY D. NEAL                 CORPORATE CONTROLLER           MAY 5, 1998
Holly D. Neal                (Principal Accounting Officer)



/S/HERBERT M. DWIGHT, JR         CHAIRMAN OF THE BOARD          MAY 5, 1998
Herbert M. Dwight, Jr.


/S/JOHN MCCULLOUGH                    DIRECTOR                  MAY 5, 1998
John McCullough

    


/S/ DOUGLAS C. CHANCE                 DIRECTOR                 MAY 5, 1998
Douglas C. Chance


/S/ SHOEI KATAOKA                     DIRECTOR                 MAY 5, 1998
Shoei Kataoka


/S/JULIAN SCHROEDER                   DIRECTOR                 MAY 5, 1998
Julian Schroeder


/S/RENN ZAPHIROPOULOS                DIRECTOR                 MAY 5, 1998
Renn Zaphiropoulos