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 OCTOBERE31, 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 incorporation or organization)   (IRS
Identification No.)
                                        
          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
E
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. []  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.  [   ]

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.