UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



       [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 1997

                                       OR

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

         For the transition period from _____________ to ______________

                         Commission file number 0-27022

                            OPTICAL CABLE CORPORATION
             (Exact name of registrant as specified in its charter)

                  VIRGINIA                                       54-1237042
(State or other jurisdiction of incorporation                (I.R.S. Employer
                or organization)                            Identification No.)

                              5290 Concourse Drive
                             Roanoke, Virginia 24019
          (Address of principal executive offices, including zip code)

                                 (540) 265-0690
              (Registrant's telephone number, including area code)

                                       N/A

              (Former name, former address and former fiscal year,
                         if changed since last report)


       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   (2) Yes X   No
                                                  --     --         --     --
       As of June 11, 1997,  38,675,416 shares of the registrant's Common Stock,
no par value, were outstanding.  Of these outstanding shares,  36,000,000 shares
were  held by  Robert  Kopstein,  Chairman  of the  Board,  President  and Chief
Executive Officer of the registrant.



<PAGE>

                           OPTICAL CABLE CORPORATION
                                FORM 10-Q INDEX
                         SIX MONTHS ENDED APRIL 30, 1997

                                                                           PAGE

PART I.  FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

                 Condensed Balance Sheets - April 30, 1997 and
                   October 31, 1996.........................................2

                 Condensed Statements of Income - Three Months
                   and Six Months Ended April 30, 1997 and 1996.............3

                 Condensed Statement of Changes in Stockholders'
                   Equity - Six Months Ended April 30, 1997.................4

                 Condensed Statements of Cash Flows - Six Months
                   Ended April 30, 1997 and 1996............................5

                 Condensed Notes to Condensed Financial Statements........6-8

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS...................9-12

PART II. OTHER INFORMATION

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................13


<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                  OPTICAL CABLE CORPORATION
                                  CONDENSED BALANCE SHEETS
                                         (Unaudited)

                                                                         APRIL 30,         OCTOBER 31,
                           ASSETS                                          1997               1996
                                                                           -----              ----
<S>                                                                <C>               <C>             
Current assets:
   Cash and cash equivalents                                       $      349,130    $      1,677,739
   Trade accounts receivable, net of allowance for doubtful
      accounts of $243,000 at April 30, 1997 and $300,000
      at October 31, 1996                                               7,868,481           9,368,476
   Other receivables                                                      449,037             354,041
   Due from employees                                                       4,125               1,475
   Income taxes refundable                                                 77,516                   -
   Inventories                                                         10,257,219          10,261,437
   Prepaid expenses                                                       187,565              64,863
   Deferred income taxes                                                  168,349             155,304
                                                                     -------------     ---------------
        Total current assets                                           19,361,422          21,883,335

Other assets, net                                                          59,494              67,996
Property and equipment, net                                            11,524,756           9,175,871
                                                                     -------------     ---------------

        Total assets                                               $   30,945,672    $     31,127,202
                                                                     =============     ===============

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                                   $      359,000    $      1,103,000
   Accounts payable and accrued expenses                                2,992,401           5,488,765
   Accrued compensation and payroll taxes                                 586,068             676,725
   Income taxes payable                                                         -             237,926
                                                                     -------------     ---------------
        Total current liabilities                                       3,937,469           7,506,416

Deferred income taxes                                                      43,760              49,227
                                                                     -------------     ---------------

        Total liabilities                                               3,981,229           7,555,643
                                                                     -------------     ---------------

Stockholders' equity:
   Preferred stock, no par value, authorized 1,000,000 shares;
      none issued and outstanding                                               -                   -
   Common stock, voting; no par value, authorized 50,000,000
      shares; issued and outstanding 38,675,416 shares                 18,594,116          18,594,116
   Retained earnings                                                    8,370,327           4,977,443
                                                                     -------------     ---------------
        Total stockholders' equity                                     26,964,443          23,571,559

Commitments and contingencies
                                                                     -------------     ---------------

        Total liabilities and stockholders' equity                 $   30,945,672    $     31,127,202
                                                                     =============     ===============
</TABLE>


       See accompanying condensed notes to condensed financial statements.

                                       2
<PAGE>

                            OPTICAL CABLE CORPORATION
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                      THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                         APRIL 30,                            APRIL 30,
                                            ----------------------------------   ----------------------------------
                                                 1997              1996              1997               1996
                                            ---------------   ----------------   --------------   -----------------
<S>                                       <C>               <C>                <C>              <C>               
Net sales                                 $     10,645,571  $      10,183,960  $    23,136,882  $       20,526,432
Cost of goods sold                               6,352,983          6,087,121       13,492,629          11,722,572
                                            ---------------   ----------------   --------------   -----------------
        Gross profit                             4,292,588          4,096,839        9,644,253           8,803,860

Selling, general and administrative
   expenses                                      2,258,486          1,973,115        4,397,062           3,911,919
                                            ---------------   ----------------   --------------   -----------------
        Income from operations                   2,034,102          2,123,724        5,247,191           4,891,941

Other income (expense):
     Interest income                                 3,909             22,572            9,069              29,450
     Interest expense                                 (897)            (3,493)         (11,098)             (3,493)
     Other, net                                     (1,308)           109,425           (5,486)            109,324
                                            ---------------   ----------------   --------------   -----------------

        Other income (expense), net                  1,704            128,504           (7,515)            135,281
                                            ---------------   ----------------   --------------   -----------------
        Income before income tax expense         2,035,806          2,252,228        5,239,676           5,027,222

Income tax expense                                 723,283            183,940        1,846,792             183,940
                                            ---------------   ----------------   --------------   -----------------

        Net income                        $      1,312,523  $       2,068,288  $     3,392,884  $        4,843,282
                                            ===============   ================   ==============   =================

 
Pro forma income data:
     Net income before pro forma income tax
        provision, as reported                              $       2,068,288                   $        4,843,282
     Pro forma income tax provision                                   680,916                            1,746,513
                                                              ----------------                    -----------------

     Pro forma net income                                   $       1,387,372                   $        3,096,769
                                                              ================                    =================

Net income per share (pro forma for 1996) $          0.034  $           0.036  $         0.088  $            0.081
                                            ===============   ================   ==============   =================

Weighted average shares outstanding
     (pro forma for 1996)                       38,675,416         38,692,284       38,675,416          38,246,142
                                            ===============   ================   ==============   =================
</TABLE>







       See accompanying condensed notes to condensed financial statements.


                                       3
<PAGE>

                            OPTICAL CABLE CORPORATION
             CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED APRIL 30, 1997
                                  --------------------------------------------------------------------------------------
                                               Common Stock                                                 Total
                                  ------------------------------------------       Retained             Stockholders'
                                       Shares                   Amount             Earnings                 Equity
                                       ------                   ------             --------                 ------
<S>                                     <C>               <C>                <C>                  <C>                     
Balances at October 31, 1996            38,675,416          $    18,594,116    $       4,977,443    $       23,571,559

Net income                                       -                        -            3,392,884             3,392,884
                                  -----------------         ----------------   ------------------   -------------------

Balances at April 30, 1997              38,675,416          $    18,594,116    $       8,370,327    $       26,964,443
                                  =================         ================   ==================   ===================
</TABLE>

See accompanying condensed notes to condensed financial statements.

                                       4
<PAGE>

                            OPTICAL CABLE CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                 SIX MONTHS ENDED
                                                                                    APRIL 30,
                                                                     -------------------------------------
                                                                           1997                1996
                                                                           ----                ----
<S>                                                                   <C>                  <C>           
Cash flows from operating activities:
   Net income                                                         $     3,392,884      $    4,843,282
   Adjustments to reconcile net income to net cash provided by
      operating activities:
        Depreciation and amortization                                         346,648             256,952
        Bad debt expense (recovery)                                           (71,632)             43,893
        Deferred income taxes                                                 (18,512)           (135,457)
        (Increase) decrease in:
          Trade accounts receivable                                         1,571,627          (1,445,028)
          Other receivables                                                   (94,996)            (15,268)
          Due from employees                                                   (2,650)                625
          Income taxes refundable                                             (77,516)                  -
          Inventories                                                           4,218            (688,561)
          Prepaid expenses                                                   (122,702)             (2,975)
          Other assets                                                              -             201,237
        Increase (decrease) in:
          Accounts payable and accrued expenses                            (2,203,053)            624,394
          Accrued compensation and payroll taxes                              (90,657)           (320,033)
          Income taxes payable                                               (237,926)            319,397
                                                                     -----------------    ----------------
              Net cash provided by operating activities                     2,395,733           3,682,458

Cash flows from investing activities:
   Purchase of property and equipment                                      (2,980,342)           (623,145)
                                                                     -----------------    ----------------
              Net cash used in investing activities                        (2,980,342)           (623,145)

Cash flows from financing activities:
   Net change in notes payable                                               (744,000)          1,039,000
   Proceeds from issuance of common stock, net of
      issuance costs                                                                -           5,608,958
   Cash distributions to previously sole stockholder                                -          (6,150,000)
                                                                     -----------------    ----------------

              Net cash provided by (used in) financing activities            (744,000)            497,958
                                                                     -----------------    ----------------
Net increase (decrease) in cash and cash equivalents                       (1,328,609)          3,557,271

Cash and cash equivalents at beginning of period                            1,677,739             535,235
                                                                     -----------------    ----------------

Cash and cash equivalents at end of period                            $       349,130      $    4,092,506
                                                                     =================    ================
</TABLE>

       See accompanying condensed notes to condensed financial statements.


                                       5

<PAGE>

                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
                         SIX MONTHS ENDED APRIL 30, 1997
                                   (Unaudited)



(1)      GENERAL

                The accompanying  unaudited condensed financial  statements have
         been  prepared  in  accordance  with  generally   accepted   accounting
         principles  for  interim  financial   reporting   information  and  the
         instructions   to  Form  10-Q  and  Article  10  of   Regulation   S-X.
         Accordingly,  they do not  include  all of the  information  and  notes
         required by  generally  accepted  accounting  principles  for  complete
         financial  statements.  In the  opinion  of  management,  all  material
         adjustments   (consisting  of  normal  recurring  accruals)  considered
         necessary for a fair presentation have been included. Operating results
         for the six months ended April 30, 1997 are not necessarily  indicative
         of the results that may be expected for the fiscal year ending  October
         31, 1997. The unaudited  condensed  financial  statements and condensed
         notes  are  presented  as  permitted  by Form  10-Q and do not  contain
         certain   information   included  in  the  Company's  annual  financial
         statements and notes. For further  information,  refer to the financial
         statements and notes thereto included in the Company's annual report on
         Form 10-K for the fiscal year ended October 31, 1996.

         (a)   Pro Forma Net Income Per Share

               For the three  months and six months  ended April 30,  1996,  pro
               forma net income per share was computed by dividing pro forma net
               income by the pro forma weighted  average number of common shares
               outstanding  during the  period and by deeming to be  outstanding
               the number of shares (1,800,000) the Company would have needed to
               issue at the initial  public  offering price per share ($2.50) to
               pay  a $1  million  cash  distribution  to  the  previously  sole
               stockholder in December 1995 and a $3.5 million cash distribution
               to the  previously  sole  stockholder  out of the proceeds of the
               initial public offering.

         (b)    Net Income Per Share

               For the three  months and six months  ended April 30,  1997,  net
               income  per share was  computed  by  dividing  net  income by the
               weighted average number of common shares  outstanding  during the
               period.  The calculation of weighted  average shares  outstanding
               does not include the effect of common stock  options  since their
               impact on the weighted  average  shares  outstanding is less than
               three percent.


(2)      INVENTORIES

                Inventories  at April 30, 1997 and  October 31, 1996  consist of
         the following:

                                      April 30,     October 31,
                                        1997           1996    
                                     -----------   ------------ 
                                                       
         Finished goods              $ 4,913,523   $ 2,465,659  
         Work in process               1,715,982     3,104,339  
         Raw materials                 3,577,226     4,645,843  
         Production supplies              50,488        45,596  
                                     -----------   ------------ 
                                     $10,257,219   $10,261,437  
                                     ===========   ============ 

                                                                     (continued)

                                        6

<PAGE>
                                                       
                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)



 (3)     NOTES PAYABLE

                On February 28, 1997,  the Company and its bank  executed a loan
         commitment letter,  which renewed its $5 million secured revolving line
         of credit  available for general  corporate  purposes and established a
         $10  million  secured  line of credit to fund  potential  acquisitions,
         mergers or joint  ventures.  The lines of credit bear  interest at 1.50
         percent  above the  monthly  LIBOR  rate and are  equally  and  ratably
         secured  by  the  Company's  accounts   receivable,   contract  rights,
         inventory,  furniture and fixtures, machinery and equipment and general
         intangibles.  The lines of credit  will expire on  February  28,  1998,
         unless renewed or extended.


(4)      INCOME TAXES

                Through  March 31, 1996,  the Company was not subject to federal
         and  state  income  taxes  since  it had  elected  to be  taxed as an S
         Corporation.  In connection  with the closing of the Company's  initial
         public offering,  the Company terminated its status as an S Corporation
         effective March 31, 1996 and became subject to federal and state income
         taxes.  Accordingly,  the statements of income for the three months and
         six months  ended April 30,  1996  include  income  taxes from April 1,
         1996,  and, for  informational  purposes,  a pro forma  adjustment  for
         income  taxes  which  would have been  recorded if the Company had been
         subject to income taxes for the entire periods presented.


(5)      IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

                The Company  adopted the provisions of SFAS No. 121,  Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed  Of,  on  November  1,  1996.  This  Statement  requires  that
         long-lived assets and certain identifiable  intangibles be reviewed for
         impairment  whenever events or changes in  circumstances  indicate that
         the carrying amount of an asset may not be recoverable.  Recoverability
         of  assets  to be held  and used is  measured  by a  comparison  of the
         carrying  amount of an asset to future  net cash flows  expected  to be
         generated by the asset.  If such assets are  considered to be impaired,
         the  impairment to be recognized is measured by the amount by which the
         carrying  amount of the assets  exceed  the fair  value of the  assets.
         Assets to be  disposed  of are  reported  at the lower of the  carrying
         amount or fair value less costs to sell. Adoption of this Statement did
         not have a material impact on the Company's financial position, results
         of operations, or liquidity.

                                                            (continued)

                                       7

<PAGE>

                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)



(6)      STOCK OPTION PLAN

                Prior to November 1, 1996,  the Company  accounted for its stock
         option plan in accordance with the provisions of Accounting  Principles
         Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees,
         and related  interpretations.  As such,  compensation  expense would be
         recorded on the date of grant only if the current  market  price of the
         underlying  stock exceeded the exercise price. On November 1, 1996, the
         Company adopted SFAS No. 123, Accounting for Stock-based  Compensation,
         which permits  entities to recognize as expense over the vesting period
         the  fair  value  of all  stock-based  awards  on the  date  of  grant.
         Alternatively,  SFAS No. 123 also allows  entities to continue to apply
         the  provisions  of APB Opinion No. 25 and provide pro forma net income
         and pro forma earnings per share  disclosures for employee stock option
         grants made in 1995 and future years as if the fair-value-based  method
         defined in SFAS No. 123 had been  applied.  The  Company has elected to
         continue to apply the provisions of APB Opinion No. 25 and will provide
         the pro  forma  disclosure  provisions  of SFAS No.  123 in its  annual
         report for the fiscal year ending October 31, 1997.


(7)      FUTURE ACCOUNTING CONSIDERATIONS

                In February  1997,  the  Financial  Accounting  Standards  Board
         issued Statement of Financial  Accounting  Standards No. 128,  Earnings
         per  Share.  SFAS  No.128  establishes   standards  for  computing  and
         presenting  earnings  per share  (EPS) and  applies  to  entities  with
         publicly  held common stock or  potential  common  stock.  SFAS No. 128
         simplifies  the standards for computing  earnings per share  previously
         found in APB  Opinion  No.  15,  Earnings  per  Share,  and makes  them
         comparable to international EPS standards. It replaces the presentation
         of primary EPS with a presentation  of basic EPS. It also requires dual
         presentation  of  basic  and  diluted  EPS on the  face  of the  income
         statement for all entities with complex capital structures and requires
         a  reconciliation  of the  numerator and  denominator  of the basic EPS
         computation  to  the  numerator  and  denominator  of the  diluted  EPS
         computation.

                Basic EPS excludes  dilution and is computed by dividing  income
         available  to common  stockholders  by the  weighted-average  number of
         common  shares  outstanding  for the period.  Diluted EPS  reflects the
         potential dilution that could occur if securities or other contracts to
         issue  common stock were  exercised  or converted  into common stock or
         resulted  in the  issuance  of common  stock  that  then  shared in the
         earnings of the entity.

                SFAS No. 128 is effective  for financial  statements  issued for
         periods  ending after  December 15, 1997,  including  interim  periods;
         earlier application is not permitted. SFAS No. 128 requires restatement
         of all prior-period EPS data presented. It is not anticipated that SFAS
         No. 128 will have any  material  effect on current or prior  period EPS
         data presented by the Company.

                                       8
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 1997 AND 1996

Net Sales

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns. Net sales increased 4.5 percent to $10.6 million in second quarter 1997
from $10.2 million for the same period in 1996.  This increase was  attributable
to the Company's  continued  effort to reach a broader  customer base throughout
the United States and  internationally  with increased  advertising,  trade show
attendance,  and direct sales presence in more states. The increase in net sales
for second  quarter  1997 was lower than  expected due to a slowdown in European
business  resulting  in a decline  in  international  sales of  approximately  6
percent.

Gross Profit Margin

Cost of goods sold  consists of the cost of  materials,  compensation  costs and
overhead related to the Company's manufacturing operations.  The Company's gross
profit margin (gross profit as a percentage of net sales) increased  slightly to
40.3 percent in second  quarter 1997 from 40.2 percent in second  quarter  1996.
During second quarter 1997,  sales from orders $50,000 or more  approximated  15
percent  compared to 21 percent for second  quarter  1996.  Discounts  on larger
orders are generally  greater than for sales from orders less than  $50,000.  In
addition,  during second quarter 1997, net sales to distributors approximated 73
percent  versus 52 percent  for the same period in 1996.  Discounts  on sales to
distributors  are  generally  greater  than  for  sales to the  Company's  other
customer bases.

Selling, General And Administrative Expenses

Selling,  general and administrative  expenses consist of the compensation costs
(including  sales  commissions)  for  sales  and  marketing  personnel,   travel
expenses,  customer  support  expenses,  trade show expenses,  advertising,  the
compensation cost for administration,  finance and general management personnel,
as well as legal  and  accounting  fees.  Selling,  general  and  administrative
expenses as a percentage  of net sales were 21.2 percent in second  quarter 1997
compared to 19.4 percent in second quarter 1996. This higher  percentage was due
primarily to incurring  approximately  $174,000 of shareholder  related expenses
during second  quarter  1997,  such as printing and  distribution  costs for the
annual  report on Form 10-K and the proxy  statement,  and costs for the  annual
meeting of  shareholders,  compared to  approximately  $2,000 expensed in second
quarter 1996.

Income Before Income Tax Expense

Income before  income tax expense  decreased 9.6 percent to $2.0 million for the
three months ended April 30, 1997  compared to $2.3 million for the three months
ended April 30, 1996. This was primarily due to increased  selling,  general and
administrative expenses.

Income Taxes

Through March 31, 1996,  the Company was not subject to federal and state income
taxes since it had elected to be taxed as an S Corporation.  In connection  with
the Company's initial public offering, the Company terminated its status as an S
Corporation  effective  March 31,  1996 and became  subject to federal and state
income  taxes.  Accordingly,  the statement of income for the three months ended
April 30, 1997 includes income taxes, at an effective rate of 35.5 percent, and,


                                                                     (Continued)

                                       9
<PAGE>



the  statement  of income for the three  months  ended April 30,  1996  includes
income taxes from April 1, 1996, and, for  informational  purposes,  a pro forma
adjustment  for income taxes,  at an effective  tax rate of 38.4 percent,  which
would have been recorded if the Company had been subject to income taxes for the
entire period presented.  The lower effective tax rate in second quarter 1997 is
due primarily to the benefit of the Company's foreign sales corporation.

Net Income

Net income for second quarter 1997 was $1.3 million compared to $2.1 million for
second quarter 1996.  Net income  decreased due to the decrease in income before
income tax expense and to income tax expense of $723,000 for second quarter 1997
compared  to  $184,000  for  second  quarter  1996 as a result of the  Company's
termination of its S Corporation status effective March 31, 1996.

Net income for second  quarter 1997 decreased  $75,000,  or 5.4 percent from pro
forma net  income for second  quarter  1996.  This  decrease  resulted  from the
decrease in income before income tax expense of $216,000, offset by the $141,000
decrease in income tax expense in second  quarter 1997 from pro forma income tax
provision for the same period in 1996.


SIX MONTHS ENDED APRIL 30, 1997 AND 1996

Net Sales

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns.  Net sales  increased  12.7 percent to $23.1 million for the six months
ended  April 30,  1997 from  $20.5  million  for the same  period in 1996.  This
increase was  attributable to the Company's  continued effort to reach a broader
customer base  throughout the United States and  internationally  with increased
advertising,  trade show  attendance,  and direct sales presence in more states.
This effort resulted in greater sales in all market segments and product types.

Gross Profit Margin

Cost of goods sold  consists of the cost of  materials,  compensation  costs and
overhead related to the Company's manufacturing operations.  The Company's gross
profit  margin  (gross  profit as a percentage  of net sales)  decreased to 41.7
percent for the six months  ended  April 30, 1997 from 42.9  percent for the six
months ended April 30, 1996. This decrease was due to the Company's  product mix
sold and the  ratio of net  sales  attributable  to the  Company's  distributors
during the period. During the six months ended April 30, 1997, sales from orders
$50,000 or more  approximated  21  percent  compared  to 18 percent  for the six
months ended April 30, 1996.  Discounts  on large orders are  generally  greater
than for sales from orders less than  $50,000.  In addition,  for the six months
ended April 30, 1997, net sales to  distributors  approximated 62 percent versus
49 percent for the same period in 1996.  Discounts on sales to distributors  are
generally greater than for sales to the Company's other customer base.

Selling, General And Administrative Expenses

Selling,  general and administrative  expenses consist of the compensation costs
(including  sales  commissions)  for  sales  and  marketing  personnel,   travel
expenses,  customer  support  expenses,  trade show expenses,  advertising,  the
compensation cost for administration,  finance and general management personnel,
as well as legal  and  accounting  fees.  Selling,  general  and  administrative
expenses as a percentage of net sales were 19.0 percent for the six months ended
April 30, 1997 compared to 19.1 percent for the six months ended April 30, 1996.
This lower  percentage  was  primarily the result of the fact that net sales for
the six months ended April 30, 1997 increased at a


                                                                     (Continued)

                                       10

<PAGE>



faster rate than selling,  general and  administrative  expenses compared to the
six  months   ended  April  30,  1996.   The  ratio  of  selling,   general  and
administrative  expenses as a percentage  of net sales was also  impacted due to
incurring  approximately $224,000 of shareholder related expenses during the six
months ended April 30, 1997,  such as printing  and  distribution  costs for the
annual  report on Form 10-K and the proxy  statement,  and costs for the  annual
meeting of shareholders,  compared to approximately  $2,000 expensed for the six
months ended April 30, 1996.

Income Before Income Tax Expense

Income before  income tax expense  increased 4.2 percent to $5.2 million for the
six months  ended  April 30, 1997  compared  to $5.0  million for the six months
ended April 30, 1996. This was primarily due to increased sales volume.

Income Taxes

Through March 31, 1996,  the Company was not subject to federal and state income
taxes since it had elected to be taxed as an S Corporation.  In connection  with
the Company's initial public offering, the Company terminated its status as an S
Corporation  effective  March 31,  1996 and became  subject to federal and state
income  taxes.  Accordingly,  the  statement  of income for the six months ended
April 30, 1997 includes  income taxes, at an effective tax rate of 35.2 percent,
and the  statement  of income for the six months  ended April 30, 1996  includes
income taxes from April 1, 1996, and, for  informational  purposes,  a pro forma
adjustment  for income taxes,  at an effective  tax rate of 38.4 percent,  which
would have been recorded if the Company had been subject to income taxes for the
entire period  presented.  The lower effective tax rate for the six months ended
April 30, 1997 is due  primarily to the benefit of the  Company's  foreign sales
corporation.

Net Income

Net income for the six months ended April 30, 1997 was $3.4 million  compared to
$4.8  million for the six months  ended April 30,  1996.  Despite an increase in
income before income tax expense, net income decreased due to income tax expense
of $1.8  million  for the six  months  ended  April 30,  1997 as a result of the
Company's termination of its S Corporation status effective March 31, 1996.

Net income for the six months ended April 30, 1997  increased  $296,000,  or 9.6
percent over pro forma net income for the six months ended April 30, 1996.  This
increase  resulted  from the  increase  in income  before  income tax expense of
$212,000,  and by the $84,000  decrease in income tax expense for the six months
ended April 30, 1997 from pro forma income tax  provision for the same period in
1996.


FINANCIAL CONDITION

Total assets at April 30, 1997 were $31.0  million,  a decrease of $182,000,  or
0.6 percent over October 31, 1996. This decrease was primarily due to a decrease
of $1.5 million in trade accounts receivable  resulting from the decreased sales
volume during the quarter as compared to fourth quarter 1996, and a $2.3 million
increase in property and equipment,  net, due to the Company's  expansion of its
headquarters  facilities.  The expansion was funded  primarily  through the $1.3
million decrease in cash and cash equivalents.

Total  stockholders'  equity at April 30, 1997 increased  $3.4 million,  or 14.4
percent  from  October  31,  1996 with net income  retained  accounting  for the
increase.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  primary  capital  needs  have been to (i) fund  working  capital
requirements, (ii) repay indebtedness, (iii) purchase property and equipment for
expansion  and  (iv)  fund  distributions  to its  previously  sole  stockholder
primarily to satisfy his tax  liabilities  resulting from


                                                                     (Continued)

                                       11
<PAGE>

S Corporation  status. The Company's primary sources of financing have been cash
from  operations,  bank borrowings and proceeds from the initial public offering
of the  Company's  common  stock.  The Company  believes that its cash flow from
operations and available lines of credit will be adequate to fund its operations
for at least the next twelve months.

On  February  28,  1997,  the Company  and its bank  executed a loan  commitment
letter,  which renewed its $5 million secured revolving line of credit available
for general  corporate  purposes and  established a $10 million  secured line of
credit to fund potential  acquisitions,  mergers or joint ventures. The lines of
credit are equally and ratably  secured by the  Company's  accounts  receivable,
contract rights, inventory,  furniture and fixture,  machinery and equipment and
general  intangibles.  The lines of credit  will expire on  February  28,  1998,
unless renewed or extended. As of the date hereof, the Company has no additional
material sources of financing.

Cash flows from operations were  approximately $2.4 million and $3.7 million for
the six months ended April 30, 1997 and 1996,  respectively.  For the six months
ended April 30, 1997,  cash flows from  operations  were  primarily  provided by
operating  income and a decrease in trade  accounts  receivable of $1.6 million,
offset by a decrease in accounts  payable and accrued  expenses of $2.2  million
and income taxes paid of $2.2 million.  Cash flows from  operations  for the six
months ended April 30, 1996 were primarily provided by operating income,  offset
by an increase in trade  accounts  receivable of $1.4 million and an increase in
inventory of $689,000.

Net cash used in investing activities was for expenditures related to facilities
and  equipment  and was $3.0 million and $623,000 for the six months ended April
30, 1997 and 1996,  respectively.  The Company's  expansion of its  headquarters
facilities  is  complete,  and as of April  30,  1997,  there  were no  material
commitments for additional capital expenditures.

Net cash provided by (used in) financing  activities was $(744,000) and $498,000
for the six months  ended  April 30, 1997 and 1996,  respectively.  The net cash
used in financing  activities  for the six months ended April 30, 1997 consisted
of repayment of debt outstanding  under the Company's line of credit of $744,000
compared to an increase of $1.0 million for the six months ended April 30, 1996.
The net cash provided by financing activities for the six months ended April 30,
1996 also  included  net  proceeds  from the  issuance  of common  stock of $5.6
million,  offset  by  $6.2  million  in  cash  distributions  to  the  Company's
previously sole  stockholder for payment of his income taxes with respect to the
taxable  income of the  Company  prior to the  termination  of the  Company's  S
Corporation status.


                                       12


<PAGE>



                           PART II. OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


            (a)   Exhibits  required by Item 601 of  Regulation  S-K for the six
                  months ended April 30, 1997.

                  (27)  Financial Data Schedule.


            (b)   Reports on Form 8-K filed  during the three months ended April
                  30, 1997.

                  None.


                                       13

<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  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
                                      (Registrant)



Date:  June 11, 1997            /s/Robert Kopstein
                                --------------------------------------
                                Robert Kopstein
                                Chairman of the Board, President and
                                  Chief Executive Officer



Date:  June 11, 1997             /s/Kenneth W. Harber
                                 -------------------------------------
                                 Kenneth W. Harber
                                 Vice President of Finance, Treasurer
                                   and Secretary
                                 (principal financial and accounting officer)