EXHIBIT 3.2

                                                      As adopted August 31, 1995








                                     BYLAWS

                                       OF

                            OPTICAL CABLE CORPORATION







<PAGE>
                                TABLE OF CONTENTS

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

 1.1   PLACE AND TIME OF MEETINGS................................  1
 1.2   ORGANIZATION AND ORDER OF BUSINESS........................  1
 1.3   ANNUAL MEETING............................................  2
 1.4   SPECIAL MEETINGS..........................................  4
 1.5   RECORD DATES..............................................  4
 1.6   NOTICE OF MEETINGS........................................  4
 1.7   WAIVER OF NOTICE; ATTENDANCE AT MEETING...................  6
 1.8   QUORUM AND VOTING REQUIREMENTS............................  7
 1.9   PROXIES...................................................  7
 1.10  VOTING LIST...............................................  9
 1.11  ACTION WITHOUT MEETING.................................... 10

                                   ARTICLE II
                                    DIRECTORS

 2.1   GENERAL POWERS............................................ 11
 2.2   NUMBER AND TERM........................................... 11
 2.3   NOMINATION OF DIRECTORS................................... 11
 2.4   ELECTION.................................................. 13
 2.5   REMOVAL; VACANCIES........................................ 13
 2.6   ANNUAL AND REGULAR MEETINGS............................... 14
 2.7   SPECIAL MEETINGS.......................................... 15
 2.8   NOTICE OF MEETINGS........................................ 15
 2.9   WAIVER OF NOTICE; ATTENDANCE AT MEETING................... 15
 2.10  QUORUM; VOTING............................................ 16
 2.11  TELEPHONIC MEETINGS....................................... 16
 2.12  ACTION WITHOUT MEETING.................................... 17
 2.13  COMPENSATION.............................................. 17

                                   ARTICLE III
                             COMMITTEES OF DIRECTORS

 3.1   COMMITTEES................................................ 17
 3.2   AUTHORITY OF COMMITTEES................................... 18
 3.3   AUDIT COMMITTEE........................................... 18
 3.4   COMPENSATION COMMITTEE.................................... 19
 3.5   COMMITTEE MEETINGS; MISCELLANEOUS......................... 19


                                   ARTICLE IV
                                    OFFICERS

 4.1   OFFICERS.................................................. 19
 4.2   ELECTION; TERM............................................ 19
 4.3   REMOVAL OF OFFICERS....................................... 20
 4.4   DUTIES OF THE CHAIRMAN.................................... 20
 4.5   DUTIES OF THE PRESIDENT................................... 20
 4.6   DUTIES OF THE SECRETARY................................... 21

<PAGE>
 4.7   DUTIES OF THE CHIEF FINANCIAL OFFICER..................... 21
 4.8   DUTIES OF THE TREASURER................................... 21
 4.9   DUTIES OF OTHER OFFICERS.................................. 22
 4.10  VOTING SECURITIES OF OTHER CORPORATIONS................... 22
 4.11  BONDS..................................................... 23

                                    ARTICLE V
                               SHARE CERTIFICATES

 5.1   FORM...................................................... 23
 5.2   TRANSFER.................................................. 24
 5.3   RESTRICTIONS ON TRANSFER.................................. 24
 5.4   LOST OR DESTROYED SHARE CERTIFICATES...................... 24

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

 6.1   CORPORATE SEAL............................................ 25
 6.2   FISCAL YEAR............................................... 25
 6.3   AMENDMENTS................................................ 25
<PAGE>

                            OPTICAL CABLE CORPORATION
                                     BYLAWS

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS


         1.1 PLACE AND TIME OF MEETINGS.  Meetings of shareholders shall be held
at such place,  either within or without the  Commonwealth  of Virginia,  and at
such time as may be provided  in the notice of the  meeting and  approved by the
Chairman of the Board of Directors (the "Chairman"),  the President or the Board
of Directors.

         1.2  ORGANIZATION  AND  ORDER OF  BUSINESS.  The  Chairman  or,  in his
absence,  the  President  shall  serve  as  chairman  at  all  meetings  of  the
shareholders.  In the  absence of both of the  foregoing  officers or if both of
them  decline to serve,  a majority of the shares  entitled to vote at a meeting
may appoint any person  entitled to vote at the meeting to act as chairman.  The
Secretary or, in his absence,  an Assistant  Secretary shall act as secretary at
all meetings of the shareholders. In the event that neither the Secretary nor an
Assistant  Secretary  is  present,  the  chairman of the meeting may appoint any
person to act as secretary of the meeting.

         The  Chairman   shall  have  the  authority  to  make  such  rules  and
regulations,  to establish such procedures and to take such steps as he may deem
necessary  or  desirable  for  the  proper   conduct  of  each  meeting  of  the
shareholders,  including,  without limitation,  the authority to make the agenda
and to establish procedures for

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(i) dismissing of business not properly presented, (ii) maintaining of order and
safety,  (iii) placing limitations on the time allotted to questions or comments
on the affairs of the Corporation,  (iv) placing restrictions on attendance at a
meeting by persons or  classes  of  persons  who are not  shareholders  or their
proxies,  (v)  restricting  entry to a meeting after the time prescribed for the
commencement  thereof and (vi) commencing,  conducting and closing voting on any
matter.

         1.3 ANNUAL MEETING. The annual meeting of shareholders shall be held on
the second Tuesday in March of each year. If such date is a legal holiday,  then
the annual meeting of shareholders shall be held on the next succeeding business
day.

         At each annual  meeting of  shareholders,  only such business  shall be
conducted as is proper to consider  and has been brought  before the meeting (i)
pursuant to the Corporation's notice of the meeting, (ii) by or at the direction
of the Board of  Directors or (iii) by a  shareholder  who is a  shareholder  of
record of a class of shares entitled to vote on the business such shareholder is
proposing,  both  at  the  time  of  the  giving  of  the  shareholder's  notice
hereinafter described in this Section 1.3 and on the record date for such annual
meeting,  and who complies with the notice  procedures set forth in this Section
1.3.

         In order to bring before an annual meeting of shareholders any business
which may properly be considered and which a shareholder  has not sought to have
included in the Corporation's proxy statement for the meeting, a shareholder who
meets the

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requirements  set forth in the  preceding  paragraph  must give the  Corporation
timely  written  notice.  To be timely,  a  shareholder's  notice must be given,
either by personal  delivery to the  Secretary or an Assistant  Secretary at the
principal  office of the  Corporation or by first class United States mail, with
postage thereon  prepaid,  addressed to the Secretary at the principal office of
the Corporation. Any such notice must be received not less than 60 days nor more
than 90 days before the date of the meeting.

         Each such  shareholder's  notice  shall set forth as to each matter the
shareholder  proposes  to  bring  before  the  annual  meeting  (i) the name and
address,  as they  appear on the  Corporation's  stock  transfer  books,  of the
shareholder proposing business,  (ii) the class and number of shares of stock of
the Corporation  beneficially owned by such shareholder,  (iii) a representation
that such  shareholder  is a shareholder  of record at the time of the giving of
the notice and intends to appear in person or by proxy at the meeting to present
the business  specified in the notice,  (iv) a brief description of the business
desired to be brought  before the meeting,  including  the complete  text of any
resolutions to be presented and the reasons for wanting to conduct such business
and (v) any interest which the shareholder may have in such business.

         The Secretary or Assistant  Secretary shall deliver each  shareholder's
notice that has been timely received to the Chairman for review.

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         Notwithstanding  the  foregoing  provisions  of  this  Section  1.3,  a
shareholder  seeking  to have a proposal  included  in the  Corporation's  proxy
statement  for  an  annual  meeting  of  shareholders   shall  comply  with  the
requirements  of Regulation  14A under the  Securities  Exchange Act of 1934, as
amended from time to time, or with any successor regulation.

         1.4  SPECIAL  MEETINGS.  Special  meetings of the  shareholders  may be
called only by the  Chairman,  the  President  or the Board of  Directors.  Only
business  within the purpose or purposes  described  in the notice for a special
meeting of shareholders may be conducted at the meeting.

         1.5 RECORD  DATES.  The Board of  Directors  shall fix, in  advance,  a
record date to make a determination of shareholders  for any purpose,  such date
to be  not  more  than  70  days  before  the  meeting  or  action  requiring  a
determination of shareholders.

         When a determination  of shareholders  entitled to notice of or to vote
at any  meeting of  shareholders  has been  made,  such  determination  shall be
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date,  which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

         1.6 NOTICE OF MEETINGS.  Written notice stating the place, day and hour
of each  meeting of  shareholders  and,  in the case of a special  meeting,  the
purpose or  purposes  for which the  meeting is called,  shall be given not less
than 10 nor more than 60 days  before  the date of the  meeting  (except  when a
different time is 

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required in these  Bylaws or by law) either  personally  or by mail,  telephone,
telegraph, teletype, telecopy or other form of wire or wireless communication or
by  private  courier  to each  shareholder  of record  entitled  to vote at such
meeting and to such nonvoting shareholders as may be required by law. If mailed,
such notice shall be deemed to be effective when deposited in first class United
States mail with postage thereon prepaid and addressed to the shareholder at his
address as it appears on the share transfer books of the Corporation.

         Notice of a  shareholder's  meeting to act on (i) an  amendment  of the
Articles of  Incorporation,  (ii) a plan of merger or share exchange,  (iii) the
sale,  lease,  exchange or other  disposition  of all or  substantially  all the
property of the  Corporation  otherwise  than in the usual and regular course of
business or (iv) the  dissolution  of the  Corporation,  shall be given,  in the
manner provided above, not less than 25 nor more than 60 days before the date of
the  meeting.  Any notice given  pursuant to this  section  shall state that the
purpose,  or one of the purposes,  of the meeting is to consider such action and
shall be accompanied by (x) a copy of the proposed amendment,  (y) a copy of the
proposed  plan of merger or share  exchange  or (z) a summary  of the  agreement
pursuant to which the proposed  transaction will be effected.  If only a summary
of the agreement is sent to the shareholders,  the Corporation shall also send a
copy of the agreement to any shareholder who requests it.

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         If a meeting is adjourned to a different  date,  time or place,  notice
need not be given if the new date,  time or place is  announced  at the  meeting
before  adjournment.  However,  if a new record date for an adjourned meeting is
fixed,  notice of the adjourned meeting shall be given to shareholders as of the
new record date unless a court provides otherwise.

         Notwithstanding  the foregoing,  no notice of a meeting of shareholders
need be given to a shareholder if (i) an annual report and proxy  statements for
two  consecutive  annual meetings of shareholders or (ii) all, and at least two,
checks in payment of  dividends  or  interest  on  securities  during a 12-month
period,  have been sent by first-class  United States mail, with postage thereon
prepaid,  addressed to the shareholder at his address as it appears on the share
transfer books of the Corporation, and returned undeliverable. The obligation of
the  Corporation  to  give  notice  of  meetings  of  shareholders  to any  such
shareholder  shall be reinstated once the Corporation has received a new address
for such shareholder for entry on its share transfer books.

         1.7 WAIVER OF NOTICE;  ATTENDANCE AT MEETING.  A shareholder  may waive
any notice required by law, the Articles of Incorporation or these Bylaws before
or after the date and time of the meeting  that is the  subject of such  notice.
The waiver  shall be in writing,  be signed by the  shareholder  entitled to the
notice and be delivered to the  Secretary for inclusion in the minutes or filing
with the corporate records.

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         A shareholder's attendance at a meeting (i) waives objection to lack of
notice or  defective  notice  of the  meeting  unless  the  shareholder,  at the
beginning of the meeting, objects to holding the meeting or transacting business
at the meeting and (ii) waives objection to consideration of a particular matter
at the  meeting  that is not within the  purpose or  purposes  described  in the
meeting notice unless the shareholder  objects to considering the matter when it
is presented.

         1.8 QUORUM AND VOTING REQUIREMENTS. Unless otherwise required by law, a
majority of the votes  entitled to be cast on a matter  constitutes a quorum for
action on that matter. Once a share is represented for any purpose at a meeting,
it is deemed  present for quorum  purposes for the  remainder of the meeting and
for any  adjournment of that meeting unless a new record date is or shall be set
for that adjourned meeting. If a quorum exists,  action on a matter,  other than
the  election of  directors,  is approved if the votes cast  favoring the action
exceed the votes cast opposing the action unless a greater number of affirmative
votes is required by law. Directors shall be elected by a plurality of the votes
cast by the  shares  entitled  to vote in the  election  at a meeting at which a
quorum is present. Less than a quorum may adjourn a meeting.

         1.9 PROXIES. A shareholder may vote his shares in person or by proxy. A
shareholder  may appoint a proxy to vote or otherwise  act for him by signing an
appointment form, either personally or by his  attorney-in-fact.  An appointment
of a proxy

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is effective when received by the Secretary or other officer or agent authorized
to tabulate  votes and is valid for eleven (11) months unless a longer period is
expressly  provided  in the  appointment  form.  An  appointment  of a proxy  is
revocable by the shareholder  unless the appointment form  conspicuously  states
that it is irrevocable and the appointment is coupled with an interest.

         The death or incapacity of the shareholder  appointing a proxy does not
affect the right of the  Corporation  to accept  the  proxy's  authority  unless
notice of the death or  incapacity is received by the Secretary or other officer
or agent  authorized to tabulate votes before the proxy  exercises his authority
under the appointment.  An irrevocable  appointment is revoked when the interest
with which it is  coupled  is  extinguished.  A  transferee  for value of shares
subject to an irrevocable  appointment  may revoke the appointment if he did not
know of its  existence  when he  acquired  the shares and the  existence  of the
irrevocable   appointment  was  not  noted   conspicuously  on  the  certificate
representing  the shares.  Subject to any legal  limitations on the right of the
Corporation  to accept  the vote or other  action of a proxy and to any  express
limitation  on the proxy's  authority  appearing on the face of the  appointment
form, the  Corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment. Any fiduciary who is entitled to
vote any shares may vote such shares by proxy.

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         1.10  VOTING  LIST.  The  officer or agent  having  charge of the share
transfer  books of the  Corporation  shall  make,  at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment  thereof,  with the address of and the number of
shares held by each.  For a period of ten days prior to the  meeting,  such list
shall be kept on file at the  registered  office  of the  Corporation  or at its
principal  office or at the office of its transfer  agent or registrar and shall
be subject to inspection by any  shareholder  at any time during usual  business
hours.  Such list shall also be produced  and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purpose  thereof.  The original share transfer
books shall be prima facie  evidence as to which  shareholders  are  entitled to
examine  such  list  or  transfer  books  or to  vote  at  any  meeting  of  the
shareholders.  The right of a  shareholder  to  inspect  such list  prior to the
meeting shall be subject to the conditions and  limitations set forth by law. If
the requirements of this section have not been substantially  complied with, the
meeting  shall,  on the  demand of any  shareholder  in  person or by proxy,  be
adjourned until such requirements are met. Refusal or failure to prepare or make
available the shareholders' list does not affect the validity of action taken at
the meeting prior to the making of any such demand,  but any action taken by the
shareholders

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<PAGE>
after the making of any such demand shall be invalid and of no effect.

         1.11 ACTION WITHOUT  MEETING.  Action required or permitted to be taken
at a meeting of  shareholders  may be taken without a meeting and without action
by the  Board of  Directors  if the  action  is  taken  by all the  shareholders
entitled to vote on the action.  The action  shall be  evidenced  by one or more
written  consents  describing the action taken,  signed by all the share holders
entitled to vote on the action and  delivered to the  Secretary for inclusion in
the minutes or filing with the  corporate  records.  Action  taken by  unanimous
written consent shall be effective  according to its terms when all consents are
in the possession of the  Corporation  unless the consent  specifies a different
effective  date,  in which event the action  taken under this  section  shall be
effective as of the date specified therein, provided the consent states the date
of execution by each  shareholder.  A shareholder may withdraw a consent only by
delivering a written notice of withdrawal to the  Corporation  prior to the time
that all consents are in the possession of the Corporation.

         If not otherwise  fixed  pursuant to the  provisions of Section 1.5 the
record date for  determining  shareholders  entitled  to take  action  without a
meeting is the date the first  shareholder  signs the consent  described  in the
preceding paragraph.

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<PAGE>
                                   ARTICLE II
                                   DIRECTORS

         2.1 GENERAL POWERS.  The  Corporation  shall have a Board of Directors.
All  corporate  powers shall be exercised by or under the  authority of, and the
business and affairs of the  Corporation  managed  under the  direction  of, its
Board of  Directors,  subject to any  limitation  set forth in the  Articles  of
Incorporation.
   
         2.2 NUMBER AND TERM.  The Board of Directors of the  Corporation  shall
consist  of not less than  three (3) nor more than nine (9)  members,  the exact
number of which shall be determined  from time to time by the Board of Directors
or the  shareholders.  A decrease  in number  shall not  shorten the term of any
incumbent director. Each director shall hold office until his death, resignation
or removal or until his successor is elected.

         2.3  NOMINATION OF DIRECTORS.  No person shall be eligible for election
as a director at a meeting of shareholders  unless nominated (i) by the Board of
Directors or (ii) by a shareholder  who is a shareholder of record of a class of
shares  entitled to vote for the election of directors,  both at the time of the
giving of the shareholder's notice hereinafter described in this Section 2.3 and
on the record date for the meeting at which  directors will be elected,  and who
complies with the notice procedures set forth in this Section 2.3.

         In order to nominate  any persons who are not listed as nominees in the
Corporation's proxy statement for a shareholders'

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meeting for election as directors at such meeting,  a shareholder  who meets the
requirements  set forth in the  preceding  paragraph  must give the  Corporation
timely written notice. To be timely, a shareholder's notice must be given either
by personal delivery to the Secretary or an Assistant Secretary at the principal
office of the  Corporation  or by first class United  States mail,  with postage
thereon  prepaid,  addressed  to the  Secretary at the  principal  office of the
Corporation. Any such notice must be received (i) not less than 60 days nor more
than 90 days  before  an  annual  meeting  or (ii) not  later  than the close of
business on the tenth day following the day on which notice of a special meeting
of shareholders  called for the purpose of electing  directors is first given to
shareholders.

         Each such shareholder's notice shall set forth the following: (i) as to
the shareholder  giving the notice, (a) the name and address of such shareholder
as they appear on the  Corporation's  stock  transfer  books,  (b) the class and
number of shares of the Corporation beneficially owned by such shareholder,  (c)
a representation that such shareholder is a shareholder of record at the time of
giving the notice and  intends to appear in person or by proxy at the meeting to
nominate the person or persons  specified in the notice and (d) a description of
all  arrangements or  understandings,  if any, between such shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which  the  nomination  or  nominations  are to be made;  and (ii) as to each
person whom the

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shareholder  wishes to nominate for election as a director,  (a) the name,  age,
business  address  and  residence  address  of such  person,  (b) the  principal
occupation or  employment of such person,  (c) the class and number of shares of
the Corporation  which are  beneficially  owned by such person and (d) all other
information  that is required to be  disclosed  about  nominees  for election as
directors in  solicitations  of proxies for the election of directors  under the
rules and  regulations of the Securities and Exchange  Commission.  In addition,
each such notice shall be  accompanied  by the written  consent of each proposed
nominee  to serve as a director  if elected  and such  consent  shall  contain a
statement from the proposed nominee to the effect that the information about him
contained in the notice is correct.

         2.4 ELECTION.  Except as provided in Section 2.5 and in the Articles of
Incorporation,  the directors (other than initial directors) shall be elected by
the holders of the common  shares at each  annual  meeting of  shareholders  and
those persons who receive the greatest  number of votes shall be deemed  elected
even though they do not  receive a majority  of the votes  cast.  No  individual
shall be named or elected as a director without his prior consent.

         2.5  REMOVAL;  VACANCIES.  The  shareholders  may  remove  one or  more
directors  with or without  cause.  If a director is elected by a voting  group,
only the  shareholders  of that voting group may elect to remove him. Unless the
Articles of Incorporation

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require a greater vote, a director may be removed if the number of votes cast to
remove  him  constitutes  a  majority  of the  votes  entitled  to be cast at an
election  of  directors  of the  voting  group or voting  groups  by which  such
director was elected.  A director may be removed by the  stockholders  only at a
meeting called for the purpose of removing him and the meeting notice must state
that the  purpose,  or one of the  purposes  of the  meeting,  is removal of the
director.

         A vacancy on the Board of Directors, including a vacancy resulting from
the  removal of a director or an  increase  in the number of  directors,  may be
filled  by (i) the  shareholders,  (ii) the  Board  of  Directors  or (iii)  the
affirmative  vote of a majority of the  remaining  directors  though less than a
quorum of the Board of Directors and may, in the case of a resignation that will
become  effective at a specified later date, be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

         2.6  ANNUAL AND  REGULAR  MEETINGS.  An annual  meeting of the Board of
Directors,   which  shall  be  considered  a  regular  meeting,  shall  be  held
immediately  following  each annual meeting of  shareholders  for the purpose of
electing  officers  and  carrying on such other  business as may  properly  come
before  the  meeting.  The  Board of  Directors  may also  adopt a  schedule  of
additional meetings which shall be considered regular meetings. Regular meetings
shall  be  held  at such  times  and at  such  places,  within  or  without  the
Commonwealth of Virginia, as the Chairman, the

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President or the Board of Directors  shall  designate  from time to time.  If no
place is designated,  regular  meetings shall be held at the principal office of
the Corporation.

         2.7 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the  Chairman,  the  President  or a majority of the  Directors of the
Corporation  and  shall be held at such  times  and at such  places,  within  or
without  the  Commonwealth  of  Virginia,  as the person or persons  calling the
meetings  shall  designate.  If no such place is  designated  in the notice of a
meeting, it shall be held at the principal office of the Corporation.

         2.8 NOTICE OF MEETINGS.  No notice need be given of regular meetings of
the Board of Directors.

         Notices of special meetings of the Board of Directors shall be given to
each  director in person or delivered to his  residence or business  address (or
such other place as he may have  directed in writing) not less than  twenty-four
(24) hours before the meeting by mail, messenger,  telecopy,  telegraph or other
means of written  communication  or by telephoning  such notice to him. Any such
notice  shall set forth the time and place of the  meeting and state the purpose
for which it is called.

         2.9 WAIVER OF NOTICE;  ATTENDANCE AT MEETING.  A director may waive any
notice required by law, the Articles of  Incorporation or these Bylaws before or
after the date and time stated in the notice and such waiver shall be equivalent
to the giving of such notice. Except as provided in the next paragraph

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of this section, the waiver shall be in writing, signed by the director entitled
to the notice and filed with the minutes or corporate records.

         A director's  attendance at or  participation  in a meeting  waives any
required  notice to him of the meeting unless the director,  at the beginning of
the  meeting or  promptly  upon his  arrival,  objects to holding the meeting or
transacting  business at the meeting and does not thereafter  vote for or assent
to action taken at the meeting.

         2.10  QUORUM;  VOTING.  A  majority  of  the  number  of  directors  as
determined pursuant to Section 2.2 of these Bylaws shall constitute a quorum for
the transaction of business at a meeting of the Board of Directors.  If a quorum
is present  when a vote is taken,  the  affirmative  vote of a  majority  of the
directors  present  is the act of the  Board of  Directors.  A  director  who is
present at a meeting of the Board of  Directors  or a committee  of the Board of
Directors  when  corporate  action is taken is deemed  to have  assented  to the
action taken unless (i) he objects,  at the beginning of the meeting or promptly
upon his arrival, to holding it or transacting specified business at the meeting
or (ii) he votes against or abstains from the action taken.

         2.11 TELEPHONIC MEETINGS.  The Board of Directors may permit any or all
directors  to  participate  in a regular or special  meeting  by, or conduct the
meeting  through the use of, any means of  communication  by which all directors
participating may simultaneously hear each other during the meeting.  A director
participating in a  meeting by  this means  is deemed to be present in person at
the meeting.

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         2.12 ACTION WITHOUT  MEETING.  Action required or permitted to be taken
at a meeting  of the Board of  Directors  may be taken  without a meeting if the
action is taken by all members of the Board.  The action  shall be  evidenced by
one or more written consents  stating the action taken,  signed by each director
either  before or after the action is taken and included in the minutes or filed
with the corporate  records.  Action taken under this section shall be effective
when the last  director  signs  the  consent  unless  the  consent  specifies  a
different  effective date in which event the action taken is effective as of the
date specified therein provided the consent states the date of execution by each
director.

         2.13  COMPENSATION.  The Board of Directors may fix the compensation of
directors  and may provide for the payment of all  expenses  incurred by them in
attending meetings of the Board of Directors.


                                   ARTICLE III
                             COMMITTEES OF DIRECTORS

         3.1  COMMITTEES.  The  Board  of  Directors  may  create  one  or  more
committees  and  appoint  members  of the Board of  Directors  to serve on them.
Unless otherwise provided  in these  Bylaws,  each committee  shall have  two or
more members who serve at the pleasure of the Board of Directors.  The  creation
of a committee

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<PAGE>
and  appointment  of members to it shall be approved by a majority of all of the
directors in office when the action is taken.

         3.2 AUTHORITY OF  COMMITTEES.  To the extent  specified by the Board of
Directors,  each committee may exercise the authority of the Board of Directors,
except that a committee may not (i) approve or recommend to shareholders  action
that is required by law to be approved by  shareholders,  (ii) fill vacancies on
the Board of Directors or on any of its committees,  (iii) amend the Articles of
Incorporation,  (iv) adopt, amend, or repeal these Bylaws, (v) approve a plan of
merger  not  requiring  shareholder  approval,   (vi)  authorize  or  approve  a
distribution,  except according to a general formula or method prescribed by the
Board of  Directors  or (vii)  authorize  or  approve  the  issuance  or sale or
contract for sale of shares,  or determine the designation and relative  rights,
preferences,  and limitations of a class or series of shares; provided, however,
that the Board of Directors  may  authorize a committee,  or a senior  executive
officer of the Corporation,  to do so within limits  specifically  prescribed by
the Board of Directors.

         3.3 AUDIT  COMMITTEE.  The Board of  Directors  shall  appoint an Audit
Committee  consisting of not less than two (2) directors,  none of whom shall be
officers of the Corporation, which committee shall regularly review the adequacy
of  the Corporation's internal financial controls, review with the Corporation's
independent public accountants the annual audit and

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<PAGE>
other  financial  statements  and recommend  the selection of the  Corporation's
independent public accountants.

         3.4  COMPENSATION  COMMITTEE.  The Board of Directors  shall  appoint a
Compensation  Committee  consisting  of not less  than  three (3)  directors,  a
majority of whom shall not be officers of the Corporation, which committee shall
recommend to the Board of Directors  the cash and  non-cash  compensation  to be
paid to the officers of the Corporation.

         3.5 COMMITTEE MEETINGS;  MISCELLANEOUS.  The provisions of these Bylaws
which govern meetings, action without meetings, notice and waiver of notice, and
quorum  and  voting  requirements  of the  Board  of  Directors  shall  apply to
committees of directors and their members as well.


                                   ARTICLE IV
                                    OFFICERS

         4.1 OFFICERS.  The officers of the  Corporation  shall be a Chairman of
the Board of  Directors,  a  President,  a Secretary,  a Treasurer,  and, in the
discretion of the Board of Directors or the Chairman,  a Chief Financial Officer
and one or more  Vice-  Presidents  and such  other  officers  as may be  deemed
necessary or advisable to carry on the business of the  Corporation.  Any two or
more offices may be held by the same person.

         4.2 ELECTION;  TERM. The Chairman, the President, the Secretary and the
Treasurer shall be elected by the Board of Directors.  The Chairman or the Board
of Directors, may from time

                                      -19-

<PAGE>

to time,  appoint  other  officers.  Officers  elected by the Board of Directors
shall hold office,  unless sooner removed,  until the next annual meeting of the
Board of Directors or until their successors are elected.  Officers appointed by
the Chairman shall hold office,  unless sooner removed,  until their  successors
are  appointed.  The action of the  Chairman  in  appointing  officers  shall be
reported  to the next  regular  meeting  of the Board of  Directors  after it is
taken.  Any officer may resign at any time upon  written  notice to the Board of
Directors or the officer  appointing  him or her and such  resignation  shall be
effective when notice is delivered unless the notice specifies a later effective
date.

         4.3 REMOVAL OF OFFICERS.  The Board of Directors may remove any officer
at any time,  with or without  cause.  The Chairman may remove any officer he or
she appoints at any time,  with or without cause.  Such action shall be reported
to the next regular meeting of the Board of Directors after it is taken.

         4.4 DUTIES OF THE CHAIRMAN.  The Chairman shall be the Chief  Executive
Officer  of the  Corporation.  He or she  shall  have  general  charge of and be
charged  with the duty of  supervision  of the business of the  Corporation  and
shall perform such duties as may, from time to time, be assigned to  him  or her
by the Board of Directors.

         4.5 DUTIES OF THE PRESIDENT.  The President  shall have such powers and
perform such duties as generally  pertain to that 


                                      -20-
<PAGE>
position or as may, from time to time, be assigned to him or her by the Chairman
or the Board of Directors.

         4.6 DUTIES OF THE SECRETARY.  The Secretary  shall have the duty to see
that a record of the proceedings of each meeting of the shareholders,  the Board
of Directors  and any  committee of the Board of Directors is properly  recorded
and that  notices of all such  meetings  are duly given in  accordance  with the
provisions of these Bylaws or as required by law; may affix the  corporate  seal
to any document the execution of which is duly  authorized,  and when so affixed
may attest the same;  and, in general,  shall perform all duties incident to the
office of  secretary  of a  corporation,  and such other duties as, from time to
time, may be assigned to him or her by the Chairman,  the President or the Board
of Directors or as may be required by law.

         4.7 DUTIES OF THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer,
if there be one,  shall have charge of and be  responsible  for all internal and
external financial accounting functions and treasury functions, and shall render
to the Chairman, the President,  or the Board of Directors,  whenever requested,
an account of the financial  condition of the  Corporation;  and,  shall perform
such duties as may be assigned to  him  or her by the Chairman, the President or
the Board of Directors.

          4.8  DUTIES OF THE  TREASURER.  The  Treasurer  shall,  subject to the
control of the Board of Directors,  the Chairman,  the President,  and the Chief
Financial Officer,  if there be one,

                                      -21-
<PAGE>
shall have charge of and be responsible for all securities,  funds, receipts and
disbursements of the Corporation and shall deposit or cause to be deposited,  in
the name of the Corporation, all monies or valuable effects in such banks, trust
companies or other  depositories as shall,  from time to time, be selected by or
under  authority  granted by the Board of  Directors;  shall be custodian of the
financial  records of the  Corporation;  shall keep or cause to be kept full and
accurate records of all receipts and  disbursements of the Corporation and shall
render to the Chairman, the President,  the Chief Financial Officer or the Board
of Directors,  whenever requested,  an account of the financial condition of the
Corporation;  and, shall perform such duties as may be assigned to him or her by
the  Chairman,  the  President,  the Board of Directors  or the Chief  Financial
Officer, if there be one.

         4.9 DUTIES OF OTHER  OFFICERS.  The other  officers of the  Corporation
shall have such  authority and perform such duties as shall be prescribed by the
Board of Directors or by officers  authorized by the Board of Directors or these
Bylaws to appoint  them to their  respective  offices.  To the extent  that such
duties are not so stated,  such officers  shall have such  authority and perform
the duties which generally pertain to their respective  offices,  subject to the
control of the Chairman, the President or the Board of Directors.

         4.10  VOTING  SECURITIES  OF OTHER  CORPORATIONS.  The  Chairman or the
President  shall have the power to act for and vote on 

<PAGE>


behalf of  the   Corporation  at  all meetings  of  the  shareholders  of any  
corporation in which  this  Corporation  holds  stock  or in  connection  with 
any  consent  of shareholders in, lieu of any such meeting.

         4.11  BONDS.  The  Board  of  Directors  may  require  that  any or all
officers,  employees and agents of the Corporation give bond to the Corporation,
with  sufficient  sureties,  conditioned  upon the faithful  performance  of the
duties of their respective offices or positions.


                                    ARTICLE V
                               SHARE CERTIFICATES

         5.1  FORM.  Shares  of the  Corporation  shall,  when  fully  paid,  be
evidenced by certificates  containing such information as is required by law and
approved  by the  Board  of  Directors.  Certificates  shall  be  signed  by the
President  and the  Secretary  and may (but need not) be sealed with the seal of
the Corpora tion. The seal of the  Corporation  and any or all of the signatures
on a share  certificate  may be  facsimile.  If any officer,  transfer  agent or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  shall have ceased to be such officer,  transfer  agent or registrar
before such  certificate is issued it may be issued by the Corporation  with the
same effect as if he were such officer,  transfer agent or registrar on the date
of issue.



                                      -23-
<PAGE>
         5.2  TRANSFER.  The Board of Directors  may make rules and  regulations
concerning the issue, registration and transfer of certificates representing the
shares  of  the  Corporation.  Transfers  of  shares  and  of  the  certificates
representing  such  shares  shall be made upon the books of the  Corporation  by
surrender of the certificates  representing  such shares  accompanied by written
assignments given by the owners or their attorneys-in-fact.

         5.3 RESTRICTIONS ON TRANSFER.  A lawful  restriction on the transfer or
registration of transfer of shares is valid and  enforceable  against the holder
or a transferee of the holder if the restriction  complies with the requirements
of law and its  existence  is noted  conspicuously  on the  front or back of the
certificate  representing  the shares.  Unless so noted,  a  restriction  is not
enforceable against a person without knowledge of the restriction.

         5.4 LOST OR DESTROYED SHARE  CERTIFICATES.  The Corporation may issue a
new share certificate in the place of any certificate  theretofore  issued which
is  alleged to have been lost or  destroyed  and may  require  the owner of such
certificate,  or his legal representative,  to give the Corporation a bond, with
or without surety, or such other agreement, undertaking or security as the Board
of Directors  shall  determine is  appropriate,  to  indemnify  the  Corporation
against any claim that may be made  against it on account of the alleged loss or
destruction or the issuance of any such new certificate.


                                      -24-
<PAGE>
                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

         6.1 CORPORATE  SEAL.  The corporate  seal of the  Corporation  shall be
circular and shall have inscribed  thereon,  within and around the circumference
"OPTICAL CABLE CORPORATION". In the center shall be the word "SEAL".

         6.2 FISCAL YEAR. The fiscal year of the Corporation shall be determined
in the  discretion  of the Board of  Directors,  but in the  absence of any such
determination it shall be the twelve months ending October 31.

         6.3 AMENDMENTS. These Bylaws may be amended or repealed, and new Bylaws
may be made, at any regular or special meeting of the Board of Directors. Bylaws
made by the Board of Directors  may be repealed or changed and new Bylaws may be
made by the shareholders, and the shareholders may prescribe that any Bylaw made
by them shall not be altered, amended or repealed by the Board of Directors.


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