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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended October 31, 2005



Commission file number 0-27022



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OPTICAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Virginia                                                       |  | 54-1237042                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|5290 Concourse Drive, Roanoke, VA                              |  | 24019                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(540) 265-0690

(Registrants telephone number, including area code)



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Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act:



|                           |  |                                          
|-------------------------- |  | -----------------------------------------
|Title of Each Class        |  | Name of Each Exchange on Which Registered
|Common Stock, no par value |  | Nasdaq National Market                   



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ̈No x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ̈No x



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.
(1) Yes x  No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) 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. ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. (See definition of accelerated filer and large accelerated filer) in Rule 12b-2
of the Act). Large Accelerated Filer ̈Accelerated Filer ̈Non-accelerated Filer x



Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ̈No x



The aggregate market value of the common shares held by non-affiliates (without admitting any person whose shares are not included in determining such value is an
affiliate) was $25,145,220 based upon the closing price of these shares as reported by the Nasdaq National Market on April 30, 2005.



On January 13, 2006, the Company had outstanding 5,800,974 Common Shares.



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DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Companys Proxy Statement for the 2006 Annual Meeting of Shareholders are incorporated by reference in Part III of this
Form 10-K Report: Election of Directors, Beneficial Ownership of Securities, Compensation of Executive Officers, Compensation of Directors, Compliance with Section 16(a) of the Securities
Exchange Act of 1934, Code of Ethics, Executive Compensation, Compensation Committee Report on Executive Compensation, Compensation Committee Interlocks and Insider Participation,
Performance Graph, Beneficial Ownership of Common Stock, Equity Compensation Plans Information, Certain Relationships and Related Transactions, Independent Registered Public Accounting
Firm, and Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Registered Public Accounting Firm. In addition, portions of the Companys Annual Report filed as exhibit 13.1 to this report on
Form 10-K are incorporated by reference in Part II of this Form 10-K Report: Corporate Information, Selected Financial Information, Managements Discussion and Analysis, Financial Statements,
Notes to Financial Statements, Report of Independent Registered Public Accounting Firm and Managements Statement of Responsibility.



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OPTICAL CABLE CORPORATION

FORM 10-K

TABLE OF CONTENTS



|              |  |                                                                                                              |  |   
|------------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|PART I       
|Item 1.       |  | Business                                                                                                     |  | 3 
|Item 2.       |  | Properties                                                                                                   |  | 13
|Item 3.       |  | Legal Proceedings                                                                                            |  | 13
|Item 4.       |  | Submission of Matters to a Vote of Security Holders                                                          |  | 13
|             
|PART II      
|              |  |                                                                                                             
|Item 5.       |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 14
|Item 6.       |  | Selected Financial Data                                                                                      |  | 15
|Item 7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 15
|Item 7A.      |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 15
|Item 8.       |  | Financial Statements and Supplementary Data                                                                  |  | 15
|Item 9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 15
|Item 9A.      |  | Controls and Procedures                                                                                      |  | 15
|             
|PART III     
|              |  |                                                                                                             
|Item 10.      |  | Directors and Executive Officers of the Registrant                                                           |  | 15
|Item 11.      |  | Executive Compensation                                                                                       |  | 16
|Item 12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 16
|Item 13.      |  | Certain Relationships and Related Transactions                                                               |  | 16
|Item 14.      |  | Principal Accountant Fees and Services                                                                       |  | 16
|             
|PART IV      
|              |  |                                                                                                             
|Item 15.      |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                             |  | 16
|              | 
|SIGNATURES    |  | 19                                                                                                          
|              | 
|Exhibit Index |  |                                                                                                             



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PART I



|Item 1. | Business.
|------- | ---------



FORWARD-LOOKING INFORMATION



This
report may contain certain forward-looking information within the meaning of the federal securities laws. The forward-looking information may include, among other information, (i) statements concerning our outlook for the future,
(ii) statements of belief, anticipation or expectation, (iii) future plans, strategies or anticipated events, and (iv) similar information and statements concerning matters that are not historical facts. Such forward-looking
information is subject to risks and uncertainties that may cause actual events to differ materially from our expectations. Factors that could cause or contribute to such differences include, but are not limited to, the level of sales to key
customers, including distributors; timing of certain projects and purchases by key customers; the economic conditions affecting network service providers; corporate spending on information technology; actions by competitors; fluctuations in the
price of raw materials (including optical fiber); our dependence on a single manufacturing facility; our ability to protect our proprietary manufacturing technology; market conditions influencing prices or pricing; our dependence on a limited number
of suppliers; the loss of or conflict with one or more key suppliers or customers; an adverse outcome in litigation, claims and other actions, and potential litigation, claims and other actions against us; an adverse outcome in regulatory reviews
and audits and potential regulatory reviews and audits; further adverse changes in laws and regulations associated with the extraterritorial income exclusion; adverse changes in state tax laws and/or positions taken by state taxing authorities
affecting us; technological changes and introductions of new competing products; changes in end-user preferences of competing technologies, including copper cable and wireless, relative to fiber optic cable; economic conditions that affect the
telecommunications sector, certain technology sectors or the economy as a whole; terrorist attacks or acts of war, particularly given the acts of terrorism against the United States and subsequent military responses by the United States, and any
potential future military conflicts; changes in the level of military spending by the United States government; ability to retain key personnel; our ability to successfully implement planned changes to our information technology systems and
manufacturing processes; the impact of changes in accounting policies, including those by the Securities and Exchange Commission and the Public Company Accounting Oversight Board; our ability to successfully comply with, and the cost of compliance
with, the provisions of Section 404 of the Sarbanes-Oxley Act of 2002 or any revisions to that act which apply to us; impact of future consolidation among competitors and/or among customers adversely affecting our position with our customers
and/or our market position; actions by customers adversely affecting us in reaction to our expanding our product offering in any manner, including, but not limited to, by offering products that compete with our customers, and/or by entering into
alliances with, and/or making investments in or with, parties that compete with and/or have conflicts with customers of ours; impact of weather or natural disasters in the areas of the world in which we operate and market our products; changes in
market demand, exchange rates, productivity, or market and economic conditions in the areas of the world in which we operate and market our products, and our success in managing the risks involved in the foregoing.



We caution readers that the foregoing list of important factors is not exclusive and we
incorporate by reference those factors included in current reports on Form 8-K.



GENERAL



Optical Cable Corporation was incorporated in the
Commonwealth of Virginia in 1983. Our executive offices are located at 5290 Concourse Drive, Roanoke, Virginia 24019 and our telephone number is (540) 265-0690.



We are a leading manufacturer of fiber optic cables primarily sold into the enterprise market, and the premier manufacturer of military
ground tactical fiber optic cable for the U.S. military.



Founded in 1983,
Optical Cable Corporation pioneered the design and production of fiber optic cables for the most demanding military field applications, as well as of fiber optic cables suitable for both indoor and outdoor use. Our current broad product offering is
built on the evolution of these fundamental technologies, and is designed to provide end-users with fiber optic cables that are easy and economical to install, provide a high degree of reliability and offer outstanding performance characteristics.



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We sell our products worldwide for uses ranging from commercial and campus installations to customized products for
specialty applications and harsh environments, including military applications. We manufacture our high quality fiber optic cables at our ISO 9001:2000 registered facility located in Roanoke, Virginia.



Our tight buffered fiber optic cables are used for high bandwidth transmission of data, video
and audio communications. The enterprise market into which we sell includes local area network and premises markets. Our fiber optic cables are well-suited for use in various other short- to moderate-distance applications as well.



INDUSTRY BACKGROUND



Demand for Bandwidth



The number of communications networks and the quantity of information transmitted over them continues to increase due to the growth of data intensive applications, such
as Internet access and e-commerce, e-mail, video conferencing, multimedia file transfers, and due to the large volume of data users want to store and transmit across networks. We believe that demand for bandwidth will continue to increase over the
long term.



Network service providers have focused on improving the
transmission capacity, or bandwidth, and performance of their networks to keep pace with the increase in traffic. At the same time, innovations in networking equipment continue to increase the bandwidth of networks and to increase the cost
efficiency of such equipment. We believe the resulting improvements and efficiencies further enable continued growth in data, video and voice communications over networks over the long term.



Deployment of Optical Networks



To meet the demand for more bandwidth and better network performance, optical networks are
deployed because they provide substantially higher data transmission rates, significantly increased bandwidth, improved data security and improved reliability. Compared to copper wire, optical fiber can have thousands of times the information
carrying capacity, occupies much less space and operates more reliably over greater distances. Optical fiber is immune to the electromagnetic interference that causes static in copper wire transmission, as well as to electrical surges. Optical fiber
is also a safer choice in environments where flammability is an issue because it does not carry electricity. In addition, communications over optical fiber networks are more secure than communications over copper wire networks because tapping into
fiber optic cable without detection is difficult.



Optical networks are
comprised of a variety of networking equipment and components required to transmit, process, change, amplify and receive light that carries data, video and voice communications over fiber optic cables from one location to another. Optical networks
were originally deployed only to serve the needs of large network service providers to carry communications traffic over long distances between cities and across continents. But, as improvements in performance and reductions in the cost of optical
networking equipment occurred, optical networks expanded to other applications, including short- to moderate-distance applications such as enterprise networks.



As demand for bandwidth continues to grow, we believe optical networks will continue to move closer to the end user, generating additional demand for fiber optic
cabling infrastructure in the short- to moderate-distance markets, including the enterprise market.



Optical fiber is deployed in four primary types of communications networks: enterprise, access, metropolitan and long-haul.



Enterprise Networks. Enterprise networks, including local area networks or LANs, are communications systems used to
transport data, video and voice communications within organizations such as, for example, offices, government agencies, educational institutions, factories, mines and data centers. Enterprise networks connect computer users within an organization
and allow users to share computer resources and data. As demand for bandwidth has increased, enterprise



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networks have increasingly utilized fiber optic technology. Some organizations have expanded their use of fiber optics, others are new adopters converting
from copper to optical fiber for their network requirements. Optical fiber was first deployed in the major data routes or backbones of enterprise networks and is increasingly deployed in other parts of enterprise networks to support increased data
traffic and high performance applications.



Access
Networks. Access networks are communications systems that connect metropolitan networks to end users such as businesses, residences and governmental agencies. Historically, access networks have been built using copper wire systems due to
significant cost advantages over competing technologies, including fiber optic networks. However, copper wire systems are becoming increasingly insufficient to meet end users demand for new services that require high bandwidth and fast
transmission speeds. Therefore, fiber optic technology is being increasingly deployed in access networks.



Metropolitan Networks. Metropolitan networks are communications systems used to transport data, video and voice communications between major
distribution points in metropolitan areas. These networks connect long-haul networks to access networks. They are generally rings of optical fiber that circle metropolitan areas, with branches of optical fiber that transmit information from the ring
to co-location centers or other major distribution points located throughout the metropolitan area. These major distribution points are connected to access networks which in turn connect end users to a communications network.



Long-haul Networks. Long-haul networks are long distance,
inter-continental and inter-city communications systems that typically employ high fiber count fiber optic cables and advanced fiber optic networking equipment for the purpose of transmitting large quantities of data, video and voice communications
over long distances.



Fiber Optic Cables



Optical fiber is generally processed into fiber optic cables before being installed in a
fiber optic network. Fiber optic cables serve several purposes. Fiber optic cable aggregates multiple strands of optical fiber into a single, easy to handle package and protects the optical fiber from damage during installation and from damage that
can be caused by a wide variety of environmental factors after installation. A typical fiber optic cable begins with one or more optical fibers that are each coated with a very thin layer of plastic material called a buffer. Groups of buffered
optical fibers are further protected by secondary buffers or grouped into plastic tubes that are stranded together with aramid yarns, such as Kevlar, which protect the optical fibers from damage that can occur when the fiber optic cable is pulled and stretched during installation. This combination of elements is then covered with one or more
layers of plastic or steel that serve as a protective outer jacket, to make a fiber optic cable.



Fiber optic cable designs can be grouped into two primary categories: loose tube and tight buffered. Ribbon fiber and blown fiber are other categories of fiber optic cable design that are not discussed here.



Loose Tube Fiber Optic Cable. A typical outside
plant loose tube fiber optic cable consists of optical fibers that have a thin primary buffer coating and are grouped into one or more thin, rigid tubes that often are flooded with gel to provide moisture protection to the optical fiber. The
tubes are stranded around a strength element, such as a central strand of fiberglass or steel. This combination of elements is sometimes again flooded with gel and covered with one or more layers of plastic and/or metal that serve as a protective
outer jacket, forming a loose tube fiber optic cable. A single cable often contains many optical fibers, with groups of optical fibers contained in the individual tubes within the fiber optic cable. This type of fiber optic cable is relatively stiff
and is primarily used for long, relatively straight outdoor runs, such as in long-haul, metropolitan and access networks. One major drawback to the typical design of loose tube fiber optic cable is that it is difficult to terminate. Termination is
the point where the optical fiber is either connected to another optical fiber or to communications equipment. Termination of a loose tube fiber optic cable requires extensive cleaning of the gel filling and preparation of the fiber ends. This is a
messy, time consuming and expensive process, which translates into higher installation costs. Additionally, the individual fibers are less mechanically protected, particularly at the point of termination, making them more difficult



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to field terminate. As a result, we believe traditional loose tube fiber optic cables are generally less suitable for shorter distance applications and for
applications that have a large number of termination points. Furthermore, most outside plant loose tube fiber optic cables are not suited for indoor use because they are flammable.



In addition to the typical outside plant loose tube gel-filled fiber optical cable design, certain manufacturers are
offering loose tube designs with dry-gel or no-gel construction. Certain of these cables are designed to be used indoors, or both indoors and outdoors. The advantage of using such loose tube designs is a lower cost per cabled fiber meter. However,
we believe that such cables are not as rugged as the cable constructions we offer and that termination and installation is not as convenient as with a tight buffered cable construction. The individual fibers are not as well protected mechanically
and therefore can be subject to more stress during the cable installation, particularly around tight corners, and at the point of termination.



Tight buffered Fiber Optic Cable. Tight buffered fiber optic cable consists of optical fibers that have a primary buffer coating and an additional,
heavier secondary tight buffered coating that is placed on each individual optical fiber for added protection. This combined buffer coating is typically six times thicker than the buffer used in loose tube fiber optic cables, providing much greater
mechanical and environmental protection for each individual optical fiber. To form the fiber optic cable, groups of buffered optical fibers are combined with aramid yarn and sometimes other strength elements and covered with an outer protective
jacket. Certain tight buffered fiber optic cable designs are specifically for indoor use only. Since indoor use only tight buffered fiber optic cables are not designed for outdoor installation, there is no need for gel or other fillings to protect
against moisture. Tight buffered fiber optic cables address many of the shortfalls presented by loose tube cable. We believe they are easier and faster to terminate because, without the messy gel of some loose tube cables, tight buffered cables
require no cleaning and little preparation. However, due to the amount of buffer material used in tight buffered fiber optic cable and the individual fiber processing required, all types of tight buffered cables can be too costly for high fiber
count long-haul, metropolitan and access network applications, and other higher fiber count applications. Furthermore, standard indoor tight buffered fiber optic cable is not designed to withstand the additional environmental challenges presented by
outdoor use.



In addition to indoor only tight buffered fiber
optic cable designs, there are also tight buffered fiber optic cables designed to be used both indoor and outdoors. In many fiber optic cable installations, loose tube fiber optic cables are terminated at building entrances and spliced to standard
indoor tight buffered fiber optic cable, which is run indoors. We believe this installation method is not optimal due to the considerable time and expense associated with these multiple terminations and the potential for ongoing fiber failures and
optical signal loss at the termination points. We pioneered the use of indoor/outdoor tight buffered fiber optic cables to alleviate these issues. Indoor/outdoor tight buffered fiber optic cable enjoys all of the benefits of standard tight buffered
fiber optic cable, but its design, fabrication techniques and materials enable it to survive the range of conditions presented by outdoor installations. These same characteristics can make indoor/outdoor tight buffered cable more rugged and
survivable even in indoor only installations where, for example, there can be long pulling distances through conduits with a variety of bends and corners. Additional outdoor environmental challenges might include exposure to moisture, ultra-violet
radiation and a variety of microorganisms, animals and insects.



Indoor/outdoor tight buffered fiber optic cable can be run directly into buildings without the need for costly and time-consuming transitions from loose tube fiber optic cable at building entrances. As a result, we believe indoor/outdoor
tight buffered fiber optic cable is ideal for use in various short- and moderate-distance applications which require a strong, flexible cable and have numerous termination points, such as installations at universities, corporate campuses, industrial
and office complexes, and in a variety of other applications where multiple buildings are interconnected. We believe that the market for indoor/outdoor tight buffered fiber optic cable will grow as fiber optic technology is increasingly deployed in
enterprise networks and certain access networks.



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Markets



Historically, a significant portion of optical fiber has been installed in long-haul and metropolitan networks. However, optical fiber continues to move closer to end
users. We believe that over the long term the access and enterprise networks will experience growth as a result of several factors. Among those factors are the increasing demand for bandwidth by commercial and residential end users, improvements in
information transmission technologies and significant cost reductions in optical networking equipment and components.



Generally, fiber optic cables for long-haul, metropolitan and access networks have similar design characteristics that have historically constituted the vast majority of
fiber optic cable volumes sold, representing approximately 90% to 95% of the total industry cabled optical fiber volume. Fiber optic cables specifically designed for the enterprise market have historically constituted approximately 5% to 10% of the
total industry cabled optical fiber volume sold.



Until 2001, fiber optic
cables generally used in long-haul, metropolitan and access networks experienced strong growth as network providers sought to improve network infrastructure to support increased demand, and anticipated future demand, for new services and greater
traffic volumes. Volumes of fiber optic cable produced for these market segments dropped precipitously after the market down turn in 2001 that decimated the telecommunications industry and the market for fiber optic cables sold into the long-haul,
metropolitan and access markets. Although not as dramatic, this down turn also significantly adversely affected fiber optic cable products sold into the enterprise market.



More recently, we have seen fiber optic cable types used in the long-haul, metropolitan and access markets show some signs of growth due to
fiber-to-the-home and fiber-to-the-premises initiatives by certain telecommunication companies, like Verizon, AT&T and others. However, demand for long-haul fiber optic cables remains significantly lower than the demand prior to 2001. While we
believe these initiatives can and will increase demand for fiber optic cable in the enterprise market over the long term, the impact tends to not be directly proportional.



Also, we have continued to see signs that the short- to moderate-distance fiber optic cable market is recovering; however, the market growth
has not been as significant as we anticipated.



OUR SOLUTION



Focus on Indoor/Outdoor Tight Buffered Cable



We manufacture and market a broad range of tight buffered fiber optic cables, including
indoor/outdoor tight buffered fiber optic cables for use in a variety of short- to moderate-distance applications. Additionally, we believe we offer some of the most rugged and survivable fiber optic cables available, making our products
particularly well-suited for the most demanding environments.



Fiber optic
cables used for short- to moderate-distance applications may be subjected to many different stress environments. For example, fiber optic cables used in industrial, petrochemical and mining installations tend to be subjected to harsher environments
that create stress on fiber optic cables used in those networks. Additionally, cables installed inside buildings may be routed through cable trays, floor ducts, conduits and walls and may encounter sharp corners or edges. They may be pulled without
lubricant, resulting in higher pull tensions, and stressed to the breaking point if care is not used. In the outdoor and underground environments, cables are often subjected to moisture, ultra-violet radiation and long pulling distances through
conduits with a variety of bends and corners, resulting in high pulling tensions. These conditions can be aggravated if installers are not adequately trained in the installation of fiber optic cable.



We recognized that the stresses on fiber optic cables used in particularly harsh environments
and, for many applications, the stresses on fiber optic cables during installation, are similar to those in the military tactical environment, for which our technology was initially developed. We applied this technology to develop a broad range of
commercial products serving a market that we believe could not be adequately served by other types of fiber optic cable, including loose tube gel-filled cable or indoor only tight buffered fiber optic cable.



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We believe that our indoor/outdoor tight buffered cables in particular are well-suited for installations in harsher
environments, such as those that exist in mining, petrochemical and industrial applications.



We also believe our indoor/outdoor tight buffered fiber optic cables provide significant advantages to distributors, installers, systems integrators and most importantly, end users. We believe installers and systems
integrators find that the features and benefits of our fiber optic cables can significantly reduce installation costs by eliminating the need to transition from outdoor fiber optic cable to indoor fiber optic cable at a building entrance.
Additionally, our products can enhance network reliability by eliminating splices and reducing potential stress on optical fibers that could lead to breakage. We believe the simplified installation, lower cost and enhanced reliability of our
products are valued by the end user because a long lasting, trouble-free fiber optic cable minimizes down time and maximizes system availability.



Technological Advantages



As a result of our experience developing tight buffered fiber optic cables, in particular to meet the stringent requirements for military and other harsh environment
applications, we believe we have a unique technology base and the fiber optic cable designs that provide significant advantages in addressing the various parts of the enterprise market. We have developed considerable expertise in fiber optic cable
design, manufacturing and production processes that enable us to produce high performance fiber optic cables cost effectively. We believe these capabilities allow us to differentiate our products from our competitors and to focus on the value of the
features and benefits our products provide to end users rather than competing only on price.



We have designed and developed proprietary manufacturing software and systems that we believe provide us with manufacturing flexibility to respond to customer requests for unique products and allow us to produce
high-quality fiber optic cables cost effectively.



We expect to continue to
make the investments in equipment and personnel we believe appropriate to assemble and maintain the critical mass necessary to support future sales growth and the creation of long term shareholder value.



Customer Focus



We focus on supporting our customers to enhance their business, and we work closely with our customers to identify and define their unique
requirements. Sometimes this requires us to create custom fiber optic cables for a variety of special applications and environments. We have established close relationships with our customers. We believe these close relationships allow us to better
understand our customers specific needs, gives our customers an opportunity to understand how our products can uniquely satisfy their needs, and allow us to deliver more responsive solutions and support. By becoming involved early in our
customers network design process, we hope to have the opportunity to have our products specified as the fiber optic cables to be used in the customers networks.



Broad Product Offering



We manufacture a broad, state-of-the-art line of tight buffered fiber optic cables. We produce what we believe to be the industrys widest array of indoor/outdoor
tight buffered fiber optic cables with features and performance characteristics to address the needs of the enterprise market in particular, and to a lesser extent other markets. Our fiber optic cables range from small single fiber cables for patch
cords to large high fiber count fiber optic cables for major network trunks and from fiber optic cables used in computer facilities and datacenters to those used in underground installations. We also offer aerial self-supporting fiber optic cables
for easy installation on pole lines, military ground tactical fiber optic cables, and other fiber optic cables for specialty applications, including, for example, in the industrial, petrochemical and mining markets. And our product offering includes
fiber optic cables complying with or certified to various standards for specialty applications, including: U.S. Department of Defense MIL-PRF-85045/8A qualification for military ground tactical fiber optic cable; Det Norske Veritas (DNV) type
approval certificate for marine shipboard and offshore platform applications; U.S. Mine Safety and Health Administration (MSHA) approval for use in mines; and ETL Listing for Tray Cable for industrial



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applications. This wide range of products makes us an attractive source for customers with unique as well as standard fiber optic cable requirements.



Our Strategy



Our objective is to build upon our position as a leading U.S. manufacturer and supplier of
fiber optic cables for the enterprise market to grow our tight buffered fiber optic cable business and to pursue opportunities for new products and strategic relationships that complement our existing product offering, as appropriate. We target
specific market segments within the enterprise market for which our product lines are particularly well suited, including, for example, industrial, petrochemical, mining and military markets, as well as opportunities for other short- to
moderate-distance applications. We intend to continue to sell our fiber optic cables based on the features and benefits of our products and the added value those features and benefits provide the end user, rather than on price. Additionally, a key
component to our strategy is providing exceptional customer service.



PRODUCTS



We manufacture and market a broad array of fiber
optic cables that provide high bandwidth transmission of data, video and voice communications over short- to moderate-distances. Our product line is diverse and versatile, in keeping with evolving application needs of customers within our markets.
Our tight buffered fiber optic cables address the needs of the enterprise market in particular, and to a lesser extent the access market.



The following summarizes the major construction types of fiber optic cables we produce and their attributes; however, we produce many other types of fiber optic cables as
well:



A-Series Assembly Fiber Optic Cables. Our
A-Series fiber optic cables contain one or two optical fibers. A-Series fiber optic cables contain tight buffered optical fibers which are surrounded by a layer of aramid yarn strength members to prevent the optical fiber from being stretched if
there is tension on the fiber optic cable. A flexible and resilient thermoplastic outer jacket is then applied to further strengthen and protect the optical fiber. These fiber optic cables are used for jumpers, which are short length patch cords,
and for pigtails, which are short lengths of fiber optic cable with a connector on one end. Various special outer jacket materials are offered to provide flammability ratings and handling characteristics tailored to customers needs. These
fiber optic cables are sometimes privately labeled and often sold to original equipment manufacturers that produce the fiber optic cable assemblies.



B-Series Breakout Fiber Optic Cables. Our B-Series fiber optic cables consist of a number of subcables, each consisting of a single optical fiber,
aramid yarn strength members and a subcable jacket. These subcables are generally tightbound in a high performance Core-Lockedouter jacket to form the finished multifiber fiber optic cables. Like the A-Series fiber optic cables, the subcables are intended to be terminated directly with connectors. This direct termination feature makes this fiber optic
cable type particularly well suited for shorter distance installations, where there are many terminations and termination costs are more significant. The materials and construction of the fiber optic cable permit its use both indoors and outdoors.
These features make the fiber optic cables suitable for use in campus and industrial complex installations and between and within buildings since there is no need to splice outdoor fiber optic cables to indoor fiber optic cables at the building
entrance.



D-Series Distribution Fiber Optic Cables.
Our D-Series fiber optic cables are made with the same tight buffered optical fiber as the B-Series fiber optic cables and with a high performance outer jacket. Unlike the B-Series fiber optic cables, each tight buffered optical fiber in a D-Series
fiber optic cable is not covered with a separate subcable jacket, giving the D-Series cables a smaller and more lightweight configuration. Our D-Series fiber optic cables also are available with a Core-Lockedjacket. However, the tight buffered optical fiber and high performance outer jacket make D-Series fiber optic cables rugged and survivable.
D-Series fiber optic cables are intended for longer distance applications, where termination considerations are less important and often traded off for



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size, weight and cost. They also can be armored for additional protection for use in buried and overhead installations. The high strength to weight ratio of
these fiber optic cables makes them well suited for installations where long lengths of fiber optic cables must be pulled through duct systems. D-Series fiber optic cables are used in relatively longer length segments of installations, such as
trunking, LAN and distribution applications, optical fiber in the loop, optical fiber to the curb and drop cables.



G-Series Subgrouping Fiber Optic Cables. Our G-Series fiber optic cables combine a number of multifiber subcables, each similar to a D-Series fiber
optic cable. Each multifiber subcable generally is tightbound with an elastomeric jacket, providing excellent mechanical and environmental performance. These subcables are contained in a pressure extruded, high performance Core-Lockedouter jacket to form the finished fiber optic cable. This design permits the construction of very high fiber count fiber
optic cables. These fiber optic cables may be used where groups of optical fibers are routed to different locations.



Other Fiber Optic Cable Types. We produce variations on the basic fiber optic cable styles discussed above for more specialized installations, as
well as various hybrid cables (some variations are not available for all cable styles or types). We can armor fiber optic cables with corrugated steel tape or interlocking armor for further protection in certain installations. We offer cables
suitable for underground or overhead installations. For overhead installations on utility poles, we offer several self-supporting fiber optic cables, with higher performance outer jackets, as well as M-Series aerial messenger cables which include a
stainless steel or galvanized steel, self-supporting messengered construction. We have fiber optic cables available in several flammability ratings, including plenum for use in moving air spaces in buildings, and riser for less critical
flame-retardant requirements. Zero halogen versions of many of our fiber optic cables are available for use in enclosed spaces where there is concern over release of toxic gases during fire. We offer various hybrid fiber optic cables combining
optical fiber and copper wires, with copper wires being used as power feeds or to facilitate the transition from copper wire to optical fiber-based systems without further installation of fiber optic cables. Our hybrid cables include a line of
security cables which include copper power feeds in the cable with the optical fiber that are particularly well suited for surveillance camera operation. We also offer specialty fiber optic cables, including military ground tactical, industrial and
mining fiber optic cables. And our product offering includes fiber optic cables complying with or certified to various standards for specialty applications, including: U.S. Department of Defense MIL-PRF-85045/8A qualification for military ground
tactical fiber optic cable; Det Norske Veritas (DNV) type approval certificate for marine shipboard and offshore platform applications; U.S. Mine Safety and Health Administration (MSHA) approval for use in mines; and ETL Listing for Tray Cable for
industrial applications.



CUSTOMERS



We have a global customer base, selling in over 50 countries in fiscal year 2005. Our
customers include distributors, original equipment manufacturers, system integrators, electrical contractors, value added resellers and end users. The following is a list of representative types of end users of our fiber optic cables:



| |  |  | Commercial Institutions. Businesses located in offices, retail space, medical facilities, to name a few, are installing or improving networks to distribute increasing volumes of
data among workstations. Businesses are using fiber optic backbones to cable their enterprise networks to meet these needs and increasingly are using fiber optic cable in other parts of their networks.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Government Agencies. Government agencies tend to have large buildings or complexes, many people, and the need to access and process large quantities of data. Like commercial
institutions, these routinely include high performance LANs with fiber optic segments. Security also may be desired, and therefore, optical fiber to the desk or workstation may be implemented.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Industrial and Manufacturing Facilities. Industrial and manufacturing facilities typically have a more severe environment (often with heavy electrical equipment)
than other types of businesses. Fiber optic cable in this environment offers immunity to electrical noise,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | ruggedness, high information carrying capacity and greater distance capability. Our products are installed in automotive assembly plants, steel plants,
chemical and drug facilities, petrochemical facilities and petroleum refineries, mines and other similar environments.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Original Equipment Manufacturers. Original equipment manufacturers typically manufacture fiber optic cable assemblies, which are short lengths of fiber optic cable pre-terminated
with connectors. Supporting virtually all segments of the market, these manufacturers consume large quantities of fiber optic cables, which can be privately labeled.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Military. Our core technologies enable us to develop and efficiently produce fiber optic cables for military tactical applications that survive extreme mechanical and environmental
conditions. We are certified by the United States Department of Defense (U.S. DoD) as a qualified supplier of ground tactical fiber optic cable. Our manufacturing facility has also been certified by the U.S. DoD as a MIL-STD-790F
facility, one of the most respected certifications in the defense industry.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Educational Institutions. Colleges, universities, high schools and grade schools are installing and improving their networks for higher data transmission speeds. As interactive
learning systems require increased transmission speeds, optical fiber becomes a logical medium.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our extensive technology base and versatile manufacturing processes enable us to respond quickly to diverse customer needs.



SALES AND MARKETING



We used a combination of employee sales staff, dedicated sales representatives, multi-line sales representatives and distributors to serve and attract customers both domestically and in over 50 countries during fiscal
year 2005. We believe it is important to maintain customer diversity in order to avoid dependence on any particular segment of the economy or area of the world. Our international net sales in fiscal years 2005, 2004 and 2003 were 15%, 19% and 19% of
our net sales. International sales are made primarily through foreign distributors, system integrators and value-added resellers. (See Note 10 to the Notes to Financial Statements in our Annual Report, filed as an exhibit hereto).



The decision to purchase our products may be made by end users, distributors, electrical
contractors, system integrators, or specialized installers and influenced by architects, engineers and consultants. We advertise in fiber optic trade journals and other communications magazines and participate in various domestic and international
trade shows attended by customers and prospective customers.



MANUFACTURING
AND SUPPLIERS



We have developed considerable expertise in fiber optic
cable design, manufacturing and production processes that enable us to produce high performance fiber optic cables cost effectively. Our proprietary manufacturing software and production processes provide us with manufacturing capabilities which
enable us to rapidly respond to customer requests for additional or unique products. Many of our important technological advances result from our ability to modify and refine our production processes.



Our manufacturing operations consist of applying a variety of raw plastic materials to
optical fibers. The key raw material in the manufacture of our products is optical fiber, which we purchase from a number of manufacturers. We work closely with our vendors to ensure an adequate supply of high quality optical fiber. We have two
sources for aramid yarns and various suppliers of our various plastic coating materials.



An important factor in our success is our ability to deliver product on time. Therefore, we work to obtain adequate supplies of raw materials in a timely manner from existing or, when necessary, alternate sources. Any
disruption in the supply of raw materials could adversely affect our fiber optic cable production capability and our operating results. Some of our suppliers of optical fiber also are our competitors.



Our quality control procedures have been instrumental in achieving high performance and
reliability in our products. From January 1994 through March 2003, our quality management system was certified to the



11



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internationally recognized ISO 9001:1994 quality standard. Since March 2003, our quality management system has been certified to the new ISO 9001:2000
standard. This new standard increases the requirements for customer satisfaction and continual improvement. ISO 9000 is a series of standards agreed to by the International Organization for Standardization. ISO 9001:2000 is the highest level of
accreditation and includes an assessment of eight elements covering various aspects of design, development, distribution and production. We must continue to comply with these standards to maintain our certification.



Our manufacturing facility is also certified to MIL-STD-790F by the U.S. DoD, one of the most
respected certifications in the defense industry.



COMPETITION



The market for fiber optic cable is highly competitive. The leading
producers of fiber optic cables in the United States primarily supply loose tube fiber optic cables for outside plant installations (which historically is by far the largest market segment of fiber optic cables), but they also produce tight buffered
fiber optic cables. In the short- to moderate-distance market for tight buffered fiber optic cables, we primarily compete with Corning Cabling Systems, Berk-Tek, CommScope, General Cable, Hitachi, Mohawk/CDT (a division of Belden/CDT), Superior
Essex, and Draka Comteq.



Many of our competitors offer a broader range of
products, including copper cables and connectivity. In some instances, this broader offering may provide our competitors with an advantage when a customer requires a more complete solution and would like to purchase from a single source.
Additionally, some of our competitors worldwide produce optical fiber, a raw material used in our products.



Fiber optic cable competes with copper wire cable on the basis of cost and performance tradeoffs. The cost of the electro-optical interfaces required for the fiber optic networks and higher speed electronics generally
associated with high performance fiber optic networks can make them less desirable for use in applications where the advantages of fiber optic cables are not required.



Fiber optic cable also competes with other alternative transmission media, including wireless and satellite communications. While employing
a wireless system does reduce the volume, some fiber optic cable may be needed in that system. We believe that wireless systems tend to drive additional fiber optic cable demand since fiber can be deployed to the wireless node. Additionally, fiber
optic cables compete favorably against wireless alternatives where higher transmission speeds or bandwidth are required, or where security of data is a primary concern.



We believe that we compete successfully against our competitors on the basis of:



| |  |  | breadth of fiber optic cable products and the features and benefits of our fiber optic cable products;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | quality;
| | - |  | --------



| |  |  | ability to meet unusual delivery requirements and schedules;
| | - |  | ------------------------------------------------------------



| |  |  | technical support; and
| | - |  | ----------------------



| |  |  | customer service.
| | - |  | -----------------



Maintaining these competitive advantages requires investment in equipment, human resources, product development and sales and marketing. There can be no assurance that we will have sufficient resources to make these
investments or that we will be able to make the technological advances necessary to maintain our competitive position. An increase in competition could have a material adverse effect on our business and operating results because of price reductions
and loss of market share. We expect competition to increase as existing competitors expand their market presence and continue to expand their product lines. Additionally, we could see additional competition if new competitors emerge, particularly
from countries with historically lower manufacturing costs.



12



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Many of our competitors have substantially greater financial, marketing, technical, human and other resources than us,
and greater brand recognition and market share which may give them competitive advantages, including the ability to negotiate lower prices on raw materials than those that may be available to us. We cannot assure you that we will be able to compete
successfully with existing or future competitors or that competitive pressures will not seriously harm our business, operating results and financial condition.



INTELLECTUAL PROPERTY



Our current manufacturing processes and products are not protected by patents. We rely on a combination of trade secret and technical measures to establish and protect
our production technology rights. This protection may not deter misappropriation or stop competitors from developing production techniques or equipment with features identical, similar, or even superior to ours.



We consider our proprietary knowledge of the development and manufacture of fiber optic
cables to be a valuable asset. This expertise enables us to formulate new fiber optic cable compositions, develop special coatings and coating methods, develop and implement manufacturing improvements and quality control techniques, and design and
construct manufacturing and quality control equipment. We restrict access to our manufacturing facility and engineering documentation to maintain security.



We believe that none of our products, trademarks or other proprietary rights infringes upon the proprietary rights of others. There can be no assurance, however, that
third parties will not assert infringement claims against us in the future with respect to our present or future products, which may require us to enter into license agreements or result in protracted and costly litigation, regardless of the merits
of these claims.



EMPLOYEES



As of October 31, 2005, we employed a total of 202 persons. None of our employees is
represented by a labor union. We have experienced no work stoppages and we believe our employee relations are good.



|Item 2. | Properties.
|------- | -----------



Our principal administration, marketing, manufacturing, and product development facilities are situated on approximately 23 acres of land owned by us that is near the Roanoke, Virginia airport and major trucking
company facilities. Our facilities are housed in an approximately 146,000 square foot building on this property. We own this building. We also lease a 385 square foot sales office in Fort Wayne, Indiana. We believe that we are currently operating at
approximately 60% of our production equipment capacity. Additional personnel would need to be hired and trained to utilize our excess production equipment capacity. We can provide no assurance as to the time required to complete the process of
hiring and training personnel necessary to utilize our excess capacity.



|Item 3. | Legal Proceedings.
|------- | ------------------



None.



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------



There were no matters submitted to a vote of security holders during the fourth quarter of the year ended October 31, 2005.



13



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



|                                                                      |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 
|--------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|Plan Category                                                         |  | (a)Number of securities to be issuedupon exercise of
outstandingoptions,warrants and rights |  | (b)Weighted-averageexercise price ofoutstandingoptions, warrants,and rights |       | (c)Number of securitiesremaining available forfuture issuance
underequity compensationplans (excludingsecurities reflectedin column (a))
|Equity compensation plans approved by security holders:               |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 
|1996 Stock Incentive Plan                                             |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 
|Stock Option Grants                                                   |  | 316,360 shares                                                                              |  | $                                                                           | 19.87 |                                                                                                                                          | 31,717 shares   
|Restricted Stock Grants                                               |  | 334,233 shares                                                                              |  |                                                                             |      |                                                                                                                                          |  shares        
|                                                                      |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 
|Total 1996 Stock Incentive Plan                                       |  | 637,593 shares                                                                              |  | $                                                                           | 9.86  |                                                                                                                                          | 31,717 shares   
|                                                                      |  |                                                                                             | 
|2005 Stock Incentive Plan                                             |  |  shares                                                                                    |  |                                                                             |      |                                                                                                                                          | 1,000,000 shares
|2004 Non-employee Directors Plan                                      |  | 13,000 shares                                                                               |  |                                                                             |      |                                                                                                                                          | 237,000 shares  
|                                                                      |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 
|Total for approved plans                                              |  | 650,593 shares                                                                              |  | $                                                                           | 9.66  |                                                                                                                                          | 1,268,717 shares
|                                                                      |  |                                                                                             | 
|Equity compensation not pursuant to plan approved by security holders |  | 3,123 shares                                                                                |  | $                                                                           | 7.12  |                                                                                                                                          |  shares        
|                                                                      |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 
|Total for all plans                                                   |  | 653,716 shares                                                                              |  | $                                                                           | 9.65  |                                                                                                                                          | 1,268,717 shares
|                                                                      |  |                                                                                             |  |                                                                             |       |                                                                                                                                          |                 



The term shares in the
table above means our common shares.



During 2002 our Board of Directors
approved grants of stock options to purchase a total of 3,123 shares of our common stock at an exercise price of $7.12 per share, the closing price at the date of the grant. These grants were not submitted to a vote of the shareholders. These grants
were made to non-employee members of the Board of Directors who had not served as an executive officer during the past year as partial compensation for service by non-employee directors. Non-employee members of the Board of Directors abstained from
the vote approving the grants. These options vested monthly over one year. The per share estimated fair value of stock options granted to these outside members of the Board of Directors was $6.87 on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: no expected cash dividend yield, risk-free interest rate of 5.34%, expected volatility of 133.6% and an expected life of 9 years.



The information pertaining to shareholders beneficially owning more than five percent of the Companys common stock and the security
ownership of management, which is set forth under the caption Beneficial Ownership of Common Stock in the Proxy Statement for the 2006 Annual Meeting of Shareholders of the Company, is incorporated herein by reference.



The information contained under the caption Corporate Information of our Annual
Report for the fiscal year ended October 31, 2005, filed as Exhibit 13.1 to this report on Form 10-K, is incorporated herein by reference.



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|Item 6. | Selected Financial Data.
|------- | ------------------------



The information contained under the caption Selected Financial Information of our Annual Report for the fiscal year ended October 31, 2005, filed as
Exhibit 13.1 to this report on Form 10-K, is incorporated herein by reference.



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------



The information contained under the caption Managements Discussion and Analysis of Financial Condition and Results of
Operations of our Annual Report for the fiscal year ended October 31, 2005, filed as Exhibit 13.1 to this report on Form 10-K, is incorporated herein by reference.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------



We do not engage in transactions in derivative financial instruments or derivative commodity instruments. As of October 31, 2005, our financial instruments were not
exposed to significant market risk due to interest rate risk, foreign currency exchange risk, commodity price risk or equity price risk.



|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------



The information contained under the captions Financial Statements, Notes to Financial Statements, Report of Independent Registered Public
Accounting Firm and Managements Statement of Responsibility of our Annual Report for the fiscal year ended October 31, 2005, filed as Exhibit 13.1 to this report on Form 10-K, is incorporated herein by reference.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------



Not Applicable.



|Item 9A. | Controls and Procedures.
|-------- | ------------------------



Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls
and procedures as of October 31, 2005. Based on this evaluation process, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are effective and that there have been no
changes in the Companys internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial
reporting.



PART III



|Item 10. | Directors and Executive Officers of the Registrant.
|-------- | ---------------------------------------------------



For information with respect to the Directors of the registrant, see Election of Directors in the Proxy Statement for the 2006 Annual Meeting of Shareholders
of the Company, which information is incorporated herein by reference.



For
information with respect to the executive officers and significant employees of the registrant, see Executive Officers in the Proxy Statement for the 2006 Annual Meeting of Shareholders of the Company, which information is incorporated
herein by reference.



The information with respect to compliance with
Section 16(a) of the Securities Exchange Act of 1934, which is set forth under the caption Compliance with Section 16(a) of the Securities Exchange Act of 1934 in the Proxy Statement for the 2006 Annual Meeting of Shareholders
of the Company, is incorporated herein by reference.



The information
concerning the Companys code of ethics that applies to the Companys principal executive officer and the Companys senior financial officers required by this Item is incorporated by reference to the Companys Proxy Statement
under the heading Code of Ethics.



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##### Table of Contents

|Item 11. | Executive Compensation.
|-------- | -----------------------



The information set forth under the captions Executive Compensation, Compensation Committee Report on Executive Compensation, Compensation
Committee Interlocks and Insider Participation and Performance Graph in the Proxy Statement for the 2006 Annual Meeting of Shareholders of the Company is incorporated herein by reference.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------



The information concerning stock ownership by directors, executive officers and shareholders beneficially owning more than five percent of
the Companys common stock, which is set forth under the caption Beneficial Ownership of Common Stock in the Proxy Statement for the 2006 Annual Meeting of Shareholders of the Company, is incorporated herein by reference.



The information concerning securities authorized for issuance under equity
compensation plans required by this Item, pursuant to Item 201(d) of Regulation S-K, is incorporated by reference to the Companys Proxy Statement under the heading Equity Compensation Plans Information.



|Item 13. | Certain Relationships and Related Transactions.
|-------- | -----------------------------------------------



The information with respect to certain transactions with management of the Company, which is set forth under the caption Certain Relationships and Related
Transactions in the Proxy Statement for the 2006 Annual Meeting of Shareholders of the Company, is incorporated herein by reference.



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------



The information with respect to certain principal accountant fees and services, which is set forth under the caption Independent Registered Public Accounting
Firm in the Proxy Statement for the 2006 Annual Meeting of Shareholders of the Company, is incorporated herein by reference.



The information concerning pre-approval policies for audit and non-audit services required by this Item is incorporated by reference to the Companys Proxy Statement
under the heading Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm.



PART IV



|Item 15. | Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
|-------- | -----------------------------------------------------------------



(a) List of documents filed as part of this report:



| | 1. | Financial statements: The Companys financial statements and related information are hereby incorporated by reference to pages 18 to 36 of the Companys Annual Report
filed as Exhibit 13.1 to this Form 10-K.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Financial statement schedules: All schedules are omitted, as the required information is inapplicable or the information is presented in financial statements or related notes
thereto.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits to this Form 10-K pursuant to Item 601 of Regulation S-K are as follows:
| | -- | ---------------------------------------------------------------------------------



|            |  |                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                     
|3.1         |  | Articles of Amendment filed November 5, 2001 to the Amended and Restated Articles of Incorporation, as amended through November 5, 2001 (incorporated herein by reference to Exhibit 1 to the
Companys Form 8-A filed with the Commission on November 5, 2001).



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|      |  |                                                                                                                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   |  | Bylaws of Optical Cable Corporation, as amended (incorporated herein by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the third quarter ended July 31,
2004 (file number 0-27022)).                                                                               
|      | 
|4.1   |  | Form of certificate representing Common Stock (incorporated herein by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the third quarter ended July 31, 2004
(file number 0-27022)).                                                                                 
|      | 
|4.2   |  | Rights Agreement dated as of November 2, 2001 (incorporated herein by reference to Exhibit 4 to the Companys Form 8-A filed with the Commission on November 5, 2001).                                                                                                                          
|      | 
|4.3   |  | Form of certificate representing preferred share purchase right (incorporated herein by reference to Exhibit 5 to the Companys Form 8-A filed with the Commission on November 5,
2001).                                                                                                        
|      | 
|4.4   |  | Warrant Agreement dated as of October 24, 2002 (incorporated herein by reference to Exhibit 4.1 to the Companys Form S-3 filed with the Commission on February 11,
2003).                                                                                                                      
|      | 
|4.5   |  | Form of warrant certificate (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-3 filed with the Commission on February 11,
2003).                                                                                                                      
|      | 
|10.1* |  | Employment Agreement by and between Optical Cable Corporation and Neil D. Wilkin, Jr. effective November 1, 2002 (incorporated by reference to Exhibit 10.1 to our Amended Quarterly Report on
Form 10-Q/A for the quarterly period ended January 31, 2003 (file number 0-27022)).              
|      | 
|10.2* |  | Employment Agreement dated December 10, 2004 by and between Optical Cable Corporation and Tracy G. Smith (incorporated by reference herein to Exhibit 10.1 to the Companys Current Report
on Form 8-K dated January 24, 2005 (file number 0-27022)).                                           
|      | 
|10.3* |  | Employment Agreement by and between Optical Cable Corporation and Luke J. Huybrechts, effective November 1, 2002 (incorporated by reference to Exhibit 10.2 to the Companys Amended
Quarterly Report on Form 10-Q/A for the quarterly period ended January 31, 2003 (file number 0-27022)).    
|      | 
|10.4* |  | Employment Agreement by and between Optical Cable Corporation and Charles W. Carson effective January 2, 2003 (incorporated herein by reference to Exhibit 10.3 to the Companys Amended
Quarterly Report on Form 10-Q/A for the quarterly period ended January 31, 2003 (file number 0-27022)).
|      | 
|10.5* |  | Optical Cable Corporation Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended July 31, 1998
(file number 0-27022)).                                                                              
|      | 
|10.6* |  | Optical Cable Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Exhibit 28.1 to the Companys Registration Statement on Form S-8 No. 333-09733).                                                                                                                       
|      | 
|10.7* |  | Optical Cable Corporation Amended 2004 Non-Employee Directors Stock Plan (incorporated herein by reference to Appendix B to the Companys definitive proxy statement on Form 14A filed
February 23, 2005).                                                                                      



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|       |  |                                                                                                                                                                                                                                                  
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8*  |  | Form of December 17, 2004 restricted stock award agreement under the Optical Cable Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the
Companys Current Report on Form 8-K filed January 24, 2005).  
|       | 
|10.9*  |  | Form of December 17, 2004 restricted stock award agreement under the Optical Cable Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the
Companys Current Report on Form 8-K filed January 24, 2005).  
|       | 
|10.10* |  | Form of award agreement under the Optical Cable Corporation Amended 2004 Non-Employee Directors Stock Plan (incorporated herein by reference to Exhibit 10.10 of the Companys Annual
Report on Form 10-K for the period ended October 31, 2004).
|       | 
|10.11* |  | Optical Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Appendix A to the Companys definitive proxy statement on Form 14A filed February 23,
2005).                                                                   
|       | 
|11.1   |  | Statement regarding computation of per share earnings (incorporated by reference to note 13 of the Notes to Financial Statements contained herein).                                                                                              
|       | 
|13.1   |  | Annual Report. FILED HEREWITH.                                                                                                                                                                                                                   
|       | 
|23.1   |  | Consent of Independent Registered Public Accounting Firm. FILED HEREWITH.                                                                                                                                                                        
|       | 
|31.1   |  | Certification of the Companys Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                
|       | 
|31.2   |  | Certification of the Companys Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                
|       | 
|32.1   |  | Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED
HEREWITH.                                                                  
|       | 
|32.2   |  | Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED
HEREWITH.                                                                  

---

|* | Management contract or compensatory plan or agreement.
|- | ------------------------------------------------------



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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.



|                       |  |  |  |                           |  |                            |  |                                                                         
|---------------------- |  |  |  | ------------------------- |  | -------------------------- |  | ------------------------------------------------------------------------
|                       |  |  |  | OPTICAL CABLE CORPORATION
|                       |  |  | 
|Date: January 30, 2006 |  |  |  | By:                       |  | /s/    NEIL D. WILKIN,
JR.
|                       |  |  |  |                           |  |                            |  | Neil D. Wilkin, Jr.                                                     
|                       |  |  |  |                           |  |                            |  | Chairman of the Board of Directors,President and Chief Executive Officer



|                       |  |  |  |     |  |                       |  |                                           
|---------------------- |  |  |  | --- |  | --------------------- |  | ------------------------------------------
|                       |  |  | 
|Date: January 30, 2006 |  |  |  | By: |  | /s/    TRACY G. SMITH
|                       |  |  |  |     |  |                       |  | Tracy G. Smith                            
|                       |  |  |  |     |  |                       |  | Vice President and 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 indicated as of January 30, 2006.



|                       |  |  |  |                                                                         
|---------------------- |  |  |  | ------------------------------------------------------------------------
|                       |  | 
|Date: January 30, 2006 |  |  |  | /s/    NEIL D. WILKIN,
JR.                                              
|                       |  |  |  | Neil D. Wilkin, Jr.                                                     
|                       |  |  |  | Chairman of the Board of Directors,President and Chief Executive Officer



|                       |  |  |  |                                                 
|---------------------- |  |  |  | ------------------------------------------------
|                       |  | 
|Date: January 30, 2006 |  |  |  | /s/    LUKE J.
HUYBRECHTS                       
|                       |  |  |  | Luke J. Huybrechts                              
|                       |  |  |  | Senior Vice President of Operations and Director



|                       |  |  |  |                          
|---------------------- |  |  |  | -------------------------
|                       |  | 
|Date: January 30, 2006 |  |  |  | /s/    RANDALL H.
FRAZIER
|                       |  |  |  | Randall H. Frazier       
|                       |  |  |  | Director                 



|                       |  |  |  |                       
|---------------------- |  |  |  | ----------------------
|                       |  | 
|Date: January 30, 2006 |  |  |  | /s/    JOHN M. HOLLAND
|                       |  |  |  | John M. Holland       
|                       |  |  |  | Director              



|                       |  |  |  |                      
|---------------------- |  |  |  | ---------------------
|                       |  | 
|Date: January 30, 2006 |  |  |  | /s/    CRAIG H. WEBER
|                       |  |  |  | Craig H. Weber       
|                       |  |  |  | Director             



|                       |  |  |  |                               
|---------------------- |  |  |  | ------------------------------
|                       |  | 
|Date: January 30, 2006 |  |  |  | /s/    JOHN B. WILLIAMSON,
III
|                       |  |  |  | John B. Williamson, III       
|                       |  |  |  | Director                      



19



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                     
|3.1         |  | Articles of Amendment filed November 5, 2001 to the Amended and Restated Articles of Incorporation, as amended through November 5, 2001 (incorporated herein by reference to Exhibit 1 to the
Companys Form 8-A filed with the Commission on November 5, 2001).                                
|            | 
|3.2         |  | Bylaws of Optical Cable Corporation, as amended (incorporated herein by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the third quarter ended July 31, 2004
(file number 0-27022)).                                                                               
|            | 
|4.1         |  | Form of certificate representing Common Stock (incorporated herein by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the third quarter ended July 31, 2004
(file number 0-27022)).                                                                                 
|            | 
|4.2         |  | Rights Agreement dated as of November 2, 2001 (incorporated herein by reference to Exhibit 4 to the Companys Form 8-A filed with the Commission on November 5, 2001).                                                                                                                          
|            | 
|4.3         |  | Form of certificate representing preferred share purchase right (incorporated herein by reference to Exhibit 5 to the Companys Form 8-A filed with the Commission on November 5,
2001).                                                                                                        
|            | 
|4.4         |  | Warrant Agreement dated as of October 24, 2002 (incorporated herein by reference to Exhibit 4.1 to the Companys Form S-3 filed with the Commission on February 11,
2003).                                                                                                                      
|            | 
|4.5         |  | Form of warrant certificate (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-3 filed with the Commission on February 11,
2003).                                                                                                                      
|            | 
|10.1*       |  | Employment Agreement by and between Optical Cable Corporation and Neil D. Wilkin, Jr. effective November 1, 2002 (incorporated by reference to Exhibit 10.1 to our Amended Quarterly Report on
Form 10-Q/A for the quarterly period ended January 31, 2003 (file number 0-27022)).              
|            | 
|10.2*       |  | Employment Agreement dated December 10, 2004 by and between Optical Cable Corporation and Tracy G. Smith (incorporated by reference herein to Exhibit 10.1 to the Companys Current Report
on Form 8-K dated January 24, 2005 (file number 0-27022)).                                           
|            | 
|10.3*       |  | Employment Agreement by and between Optical Cable Corporation and Luke J. Huybrechts, effective November 1, 2002 (incorporated by reference to Exhibit 10.2 to the Companys Amended
Quarterly Report on Form 10-Q/A for the quarterly period ended January 31, 2003 (file number 0-27022)).    
|            | 
|10.4*       |  | Employment Agreement by and between Optical Cable Corporation and Charles W. Carson effective January 2, 2003 (incorporated herein by reference to Exhibit 10.3 to the Companys Amended
Quarterly Report on Form 10-Q/A for the quarterly period ended January 31, 2003 (file number 0-27022)).



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##### Table of Contents

|       |  |                                                                                                                                                                                                                                                  
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|10.5*  |  | Optical Cable Corporation Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended July 31,
1998 (file number 0-27022)).                               
|       | 
|10.6*  |  | Optical Cable Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Exhibit 28.1 to the Companys Registration Statement on Form S-8 No. 333-09733).                                                                        
|       | 
|10.7*  |  | Optical Cable Corporation Amended 2004 Non-Employee Directors Stock Plan (incorporated herein by reference to Appendix B to the Companys definitive proxy statement on Form 14A filed
February 23, 2005).                                       
|       | 
|10.8*  |  | Form of December 17, 2004 restricted stock award agreement under the Optical Cable Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the
Companys Current Report on Form 8-K filed January 24, 2005).  
|       | 
|10.9*  |  | Form of December 17, 2004 restricted stock award agreement under the Optical Cable Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the
Companys Current Report on Form 8-K filed January 24, 2005).  
|       | 
|10.10* |  | Form of award agreement under the Optical Cable Corporation Amended 2004 Non-Employee Directors Stock Plan (incorporated herein by reference to Exhibit 10.10 of the Companys Annual
Report on Form 10-K for the period ended October 31, 2004).
|       | 
|10.11* |  | Optical Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Appendix A to the Companys definitive proxy statement on Form 14A filed February 23,
2005).                                                                   
|       | 
|11.1   |  | Statement regarding computation of per share earnings (incorporated by reference to note 13 of the Notes to Financial Statements contained herein).                                                                                              
|       | 
|13.1   |  | Annual Report. FILED HEREWITH.                                                                                                                                                                                                                   
|       | 
|23.1   |  | Consent of Independent Registered Public Accounting Firm. FILED HEREWITH.                                                                                                                                                                        
|       | 
|31.1   |  | Certification of the Companys Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                
|       | 
|31.2   |  | Certification of the Companys Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                
|       | 
|32.1   |  | Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED
HEREWITH.                                                                  
|       | 
|32.2   |  | Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED
HEREWITH.                                                                  

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|* | Management contract or compensatory plan or agreement.
|- | ------------------------------------------------------