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, 1999

                                       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                     (I.R.S. Employer
 incorporation 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)


         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 7, 1999, 37,570,786 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, 1999
<TABLE>
<CAPTION>

                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
PART I.       FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS

                        Condensed Balance Sheets - April 30, 1999 and October 31,
                          1998...................................................................................2

                        Condensed Statements of Income - Three Months and Six
                          Months Ended April 30, 1999 and 1998...................................................3

                        Condensed Statement of Changes in Stockholders' Equity -
                          Six Months Ended April 30, 1999........................................................4

                        Condensed Statements of Cash Flows - Six Months Ended
                          April 30, 1999 and 1998................................................................5

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


              ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                          CONDITION AND RESULTS OF OPERATIONS.................................................9-14


PART II.      OTHER INFORMATION

              ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................15

              ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.........................................................16

</TABLE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            OPTICAL CABLE CORPORATION
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                              APRIL 30,       OCTOBER 31,
                                                                                1999             1998
                                                                             ------------     -----------
                         ASSETS                                              (Unaudited)
<S>                                                                        <C>              <C>
Current assets:
    Cash and cash equivalents                                              $   3,019,196    $  1,122,277
    Trade accounts receivable, net of allowance for doubtful
      accounts of $315,000 and $311,500                                       10,300,436      10,012,699
    Other receivables                                                            269,712         295,199
    Due from employees                                                             7,664           5,589
    Inventories                                                                9,539,857       9,967,012
    Prepaid expenses                                                             205,151          95,766
    Deferred income taxes                                                        228,504         212,738
                                                                             ------------     -----------
        Total current assets                                                  23,570,520      21,711,280

Property and equipment, net                                                   10,844,374      11,083,921
Other assets, net                                                                 76,315          33,950
                                                                             ------------     -----------

        Total assets                                                       $  34,491,209    $ 32,829,151
                                                                             ============     ==========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                  $   2,784,466    $  1,952,360
    Income taxes payable                                                         235,290         111,449
    Accrued compensation and payroll taxes                                       469,184         656,028
                                                                             ------------     -----------
          Total current liabilities                                            3,488,940       2,719,837

Deferred income taxes                                                            199,654         118,121
                                                                             ------------     -----------

          Total liabilities                                                    3,688,594       2,837,958
                                                                             ------------     -----------

Stockholders' equity:
    Preferred stock, no par value, authorized 1,000,000 shares;
      none issued and outstanding                                                      -               -
    Common stock, no par value, authorized 100,000,000 shares;
      issued and outstanding 37,664,336 shares and 37,879,036
      shares                                                                   7,083,637       9,786,281
    Paid-in capital                                                              252,863         150,359
    Retained earnings                                                         23,466,115      20,054,553
                                                                             ------------     -----------
          Total stockholders' equity                                          30,802,615      29,991,193

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

          Total liabilities and stockholders' equity                       $  34,491,209    $ 32,829,151
                                                                             ============     ===========
</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,
                                               ---------------------------    ---------------------------
                                                  1999           1998            1999           1998
                                               ------------   ------------    ------------   ------------
<S>                                          <C>            <C>             <C>            <C>
Net sales                                    $  12,434,733  $  11,689,100   $  23,276,672  $  23,562,215
Cost of goods sold                               6,724,181      6,612,485      12,843,933     13,416,692
                                               ------------   ------------    ------------   ------------
       Gross profit                              5,710,552      5,076,615      10,432,739     10,145,523

Selling, general and administrative expenses     2,697,198      2,444,208       5,206,970      4,727,434
                                               ------------   ------------    ------------   ------------

       Income from operations                    3,013,354      2,632,407       5,225,769      5,418,089
                                               ------------   ------------    ------------   ------------

Other income (expense):
    Interest income                                 56,265         13,955          87,264         40,564
    Interest expense                                     -           (195)              -           (195)
    Other, net                                      (9,354)           275          (3,105)        (3,144)
                                               ------------   ------------    ------------   ------------

       Other income, net                            43,911         14,035          84,159         37,225
                                               ------------   ------------    ------------   ------------
       Income before income tax expense          3,057,265      2,646,442       5,309,928      5,455,314

Income tax expense                               1,093,938        933,994       1,898,366      1,919,894
                                               ------------   ------------    ------------   ------------

       Net income                            $   1,963,327  $   1,712,448   $   3,411,562  $   3,535,420
                                               ============   ============    ============   ============

Net income per share:

    Net income per common share              $       0.052  $       0.045   $       0.090  $       0.092
                                               ============   ============    ============   ============
    Net income per common share -

       assuming dilution                     $       0.052  $       0.044   $       0.090  $       0.091
                                               ============   ============    ============   ============
</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, 1999
                                -------------------------------------------------------------------------
                                      COMMON STOCK                                              TOTAL
                                ---------------------------      PAID-IN       RETAINED      STOCKHOLDERS'
                                  SHARES         AMOUNT          CAPITAL       EARNINGS        EQUITY
                                ------------   ------------    ------------   ------------   ------------
<S>                 <C> <C>      <C>         <C>             <C>            <C>            <C>
Balances at October 31, 1998     37,879,036  $   9,786,281   $     150,359  $  20,054,553  $  29,991,193

Net income                                -              -               -      3,411,562      3,411,562
Exercise of employee stock
    options ($2.50 per share)        65,700        164,250               -              -        164,250
Tax benefit of disqualifying
    dispositions of stock
    options exercised                     -              -         102,504              -        102,504
Repurchase of common stock
    (at cost)                      (280,400)    (2,866,894)              -              -     (2,866,894)
                                ------------   ------------    ------------   ------------   ------------

Balances at April 30, 1999       37,664,336  $   7,083,637   $     252,863  $  23,466,115  $  30,802,615
                                ============   ============    ============   ============   ============
</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,
                                                                             ----------------------------
                                                                                1999             1998
                                                                                ----             ----
<S>                                                                        <C>              <C>
Cash flows from operating activities:
    Net income                                                             $   3,411,562    $  3,535,420
    Adjustments to reconcile net income to net cash provided
      by operating activities:
        Depreciation and amortization                                            422,563         374,770
        Bad debt expense (recovery)                                                3,500         (53,015)
        Deferred income taxes                                                     65,767         (58,019)
        (Increase) decrease in:
          Trade accounts receivable                                             (291,237)      1,726,561
          Other receivables                                                       25,487         298,642
          Due from employees                                                      (2,075)         (3,050)
          Income taxes refundable                                                      -        (169,423)
          Inventories                                                            427,155      (1,254,993)
          Prepaid expenses                                                      (109,385)         (6,838)
        Increase (decrease) in:
          Accounts payable and accrued expenses                                  822,003         905,408
          Income taxes payable                                                   226,345        (460,864)
          Accrued compensation and payroll taxes                                (186,844)        (52,112)
                                                                             ------------     -----------

             Net cash provided by operating activities                         4,814,841       4,782,487
                                                                             ------------     -----------

Cash flows from investing activities:
    Purchase of property and equipment                                          (164,411)       (454,577)
    Cash surrender value of life insurance                                       (50,867)              -
                                                                             ------------     -----------

             Net cash used in investing activities                              (215,278)       (454,577)
                                                                             ------------     -----------

Cash flows from financing activities:
    Repurchase of common stock                                                (2,866,894)     (4,983,200)
    Proceeds from exercise of employee stock options                             164,250         187,125
                                                                             ------------     -----------

             Net cash used in financing activities                            (2,702,644)     (4,796,075)
                                                                             ------------     -----------
             Net increase (decrease) in cash and cash equivalents              1,896,919        (468,165)

Cash and cash equivalents at beginning of period                               1,122,277         985,807
                                                                             ------------     -----------

Cash and cash equivalents at end of period                                 $   3,019,196    $    517,642
                                                                             ============     ===========
</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, 1999
                                   (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,  1999  are not  necessarily
     indicative  of the results  that may be expected for the fiscal year ending
     October  31,  1999.  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, 1998.

(2) INVENTORIES

    Inventories at April 30, 1999 and October 31, 1998 consist of the following:

<TABLE>

                                             APRIL 30,               OCTOBER 31,
                                               1999                     1998
                                           -------------            ------------
                                         <S>                      <C>
Finished goods                            $    4,370,518           $   4,152,094
Work in process                                2,245,610               1,896,858
Raw materials                                  2,862,062               3,873,824
Production supplies                               61,667                  44,236
                                           -------------            ------------

                                          $    9,539,857           $   9,967,012
                                           =============            ============

</TABLE>

(3) NOTES PAYABLE

    Under a loan agreement with its bank dated March 10, 1999, the Company has a
    $5 million secured  revolving line of credit available for general corporate
    purposes  and a $10  million  secured  line  of  credit  available  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,  2001,  unless
    renewed or extended.

                                       6
                                                                     (Continued)


<PAGE>

                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



(4) STOCKHOLDERS' EQUITY

    During the six months ended April 30, 1999, the Company  repurchased 280,400
    shares of its common stock for $2,866,894.


(5) NET INCOME PER SHARE

     Net income per common share  excludes  dilution and is computed by dividing
     income by the weighted-average  number of common shares outstanding for the
     period.  Net income  per common  share -  assuming  dilution  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 net income
     of the entity.  The following is a  reconciliation  of the  numerators  and
     denominators  of the net  income  per  common  share  computations  for the
     periods presented:

<TABLE>
                                                           NET INCOME           SHARES           PER SHARE
THREE MONTHS ENDED APRIL 30, 1999                         (NUMERATOR)        (DENOMINATOR)        AMOUNT
                                                         -------------      ----------------   -------------
<S>                                                  <C>                    <C>              <C>

Net income per common share                           $     1,963,327         37,810,521      $       .052
                                                                                                ============

Effect of dilutive stock options                                    -            235,321
                                                         -------------      -------------

Net income per common share - assuming dilution       $     1,963,327         38,045,842      $       .052
                                                         =============      =============       ===========


THREE MONTHS ENDED APRIL 30, 1998

Net income per common share                           $     1,712,448         38,359,633      $       .045
                                                                                                -----------

Effect of dilutive stock options                                    -            303,518
                                                         -------------      -------------

Net income per common share - assuming dilution       $     1,712,448         38,663,151      $       .044
                                                         =============      =============       ===========


SIX MONTHS ENDED APRIL 30, 1999

Net income per common share                           $     3,411,562         37,824,305      $       .090
                                                                                                ===========

Effect of dilutive stock options                                    -            259,695
                                                         -------------      -------------

Net income per common share - assuming dilution       $     3,411,562         38,084,000      $       .090
                                                         =============      =============       ===========

SIX MONTHS ENDED APRIL 30, 1998

Net income per common share                           $     3,535,420         38,485,488      $       .092
                                                                                                ===========


Effect of dilutive stock options                                    -            292,728
                                                         -------------      -------------

Net income per common share - assuming dilution       $     3,535,420         38,778,216      $       .091
                                                         =============      =============       ===========
</TABLE>
                                       7
                                                                     (Continued)

<PAGE>

                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



    Stock options that could  potentially  dilute net income per common share in
    the  future  that were not  included  in the  computation  of net income per
    common share-assuming dilution because to do so would have been antidilutive
    for the periods presented totaled 232,500 for the six months ended April 30,
    1998. No such  antidilutive  stock  options  existed with respect to the net
    income per common  share-assuming  dilution  calculation  for the six months
    ended April 30, 1999.



                                        8

<PAGE>

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 1999 AND 1998

NET SALES

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns. Net sales increased 6.4 percent to $12.4 million in second quarter 1999
from $11.7  million for the same period in 1998.  This  increase  was  primarily
attributable to increased  volume.  Total cable meters shipped in second quarter
1999  increased  15.6 percent to 40.1  million  from 34.7  million  cable meters
shipped for the same period in 1998. This increase in cable meters shipped was a
result of a 5.2 million increase in multi mode cable meters shipped coupled with
a  200,000  increase in single  mode  cable  meters  shipped.  Multi mode  cable
generally has a higher selling price than single mode cable.

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 to 45.9
percent in second  quarter 1999 from 43.4 percent in second  quarter 1998.  This
increase was primarily due to reduced raw fiber prices.

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 21.7 percent in second  quarter 1999
compared to 20.9 percent in second quarter 1998. This higher percentage reflects
the fact that net sales for second quarter 1999  increased 6.4 percent  compared
to second  quarter 1998,  while  selling,  general and  administrative  expenses
increased  10.4  percent.  Selling,  general  and  administrative  expenses as a
percentage  of net sales  increased  largely as a result of increased  marketing
efforts.

INCOME BEFORE INCOME TAX EXPENSE

Income before income tax expense  increased 15.5 percent to $3.0 million for the
three months ended April 30, 1999  compared to $2.6 million for the three months
ended April 30, 1998.  This was  primarily due to an increase in sales and gross
profit margin, offset by increased selling, general and administrative expenses.

INCOME TAX EXPENSE

Income tax expense  increased  17.1 percent to  $1,094,000  for the three months
ended April 30, 1999 compared to $934,000 for the same period in 1998 due to the
increase in income before income tax expense.  The Company's  effective tax rate
was 35.8 percent  during the three months ended April 30, 1999  compared to 35.3
percent for the same period in 1998.
                                                                     (Continued)

                                       9

<PAGE>

NET INCOME

Net income for second quarter 1999 was $2.0 million compared to $1.7 million for
second quarter 1998. Despite an increase in income tax expense of $160,000,  net
income  increased  $251,000 due to the increased  sales and gross profit margin,
partially offset by increases in selling, general and administrative expenses.


SIX MONTHS ENDED APRIL 30, 1999 AND 1998

NET SALES

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns.  Net sales  decreased  1.2 percent to $23.3  million for the six months
ended April 30, 1999 from $23.6 million for the same period in 1998. This slight
decrease  was  attributable  to the 8.7  percent  decrease in net sales in first
quarter  1999  compared to the same  period in 1998  attributable  to  decreased
volume and a change in product  mix,  offset by the 6.4 percent  increase in net
sales in second  quarter  1999  compared to the same period in 1998 as described
above.

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 to 44.8
percent for the six months  ended  April 30,  1999 from 43.1 percent for the six
months ended  April 30,  1998. This increase was due to reduced raw fiber prices
partially  offset by an increase in the ratio of net sales  attributable  to the
Company's distributors during the period as compared to total net sales. For the
six months  ended April 30,  1999,  net sales to  distributors  approximated  58
percent  versus 52 percent for the same period in 1998. In addition,  during the
six months ended April 30,  1999, sales from orders $50,000 or more approximated
16 percent  compared  to 27 percent  for the six months  ended  April 30,  1998.
Discounts on large orders and on sales to  distributors  are  generally  greater
than for sales to the rest of the Company's 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 22.4 percent for the six months ended
April 30, 1999 compared to 20.1 percent for the six months ended April 30, 1998.
This higher percentage reflects the fact that net sales for the six months ended
April 30, 1999 decreased 1.2 percent  compared to the same period in 1998, while
selling,  general and  administrative  expenses  increased 10.1 percent,  due to
increased marketing efforts.

INCOME BEFORE INCOME TAX EXPENSE

Income before  income tax expense  decreased 2.7 percent to $5.3 million for the
six months  ended  April 30,  1999  compared to $5.5  million for the six months
ended April 30, 1998. This was primarily due to increased  selling,  general and
administrative expenses offset by the increased gross profit margin.

                                                                     (Continued)
                                       10

<PAGE>

INCOME TAX EXPENSE

Income tax expense  decreased  $22,000 to  $1,898,000  for the six months  ended
April 30, 1999  compared to  $1,920,000  for the same period in 1998  consistent
with the slight  decrease in income  before  income tax expense.  The  Company's
effective  tax rate was 35.8 percent  during the six months ended April 30, 1999
as compared to 35.2 percent for the same period in 1998.

NET INCOME

Net income for the six months ended April 30, 1999 was $3.4 million  compared to
$3.5  million  for the six months  ended  April 30,  1998.  Despite a decline in
income tax expense of $22,000, net income decreased $124,000 due to the $145,000
decrease in income before income tax expense.


FINANCIAL CONDITION

Total assets at April 30,  1999 were $34.5 million, an increase of $1.7 million,
or 5.1 percent from  October 31,  1998.  This  increase was  primarily due to an
increase of $1.9  million in cash and cash  equivalents,  offset by decreases in
inventories of $430,000 and capital expenditures of $164,000.

Total stockholders' equity at April 30,  1999 increased $811,000, or 2.7 percent
from  October  31,  1998  with net  income  retained,  offset  primarily  by the
repurchase  of common stock in the amount of $2.9  million,  accounting  for the
increase.


LIQUIDITY AND CAPITAL RESOURCES

During the first six months of fiscal years 1999 and 1998, the Company's primary
capital  needs  have  been to fund  working  capital  requirements  and  capital
expenditures as needed.  The Company's primary source of financing has been cash
provided from operations.  The Company maintains bank lines of credit;  however,
there were no balances  outstanding under the lines as of the end of fiscal year
1998 or the second quarter of fiscal year 1999.

Under a loan  agreement with its bank dated March 10, 1999, the Company has a $5
million  secured  revolving  line of  credit  available  for  general  corporate
purposes and a $10 million  secured line of credit  available to fund  potential
acquisitions,  mergers and 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,  2001,  unless  renewed or extended.  As of the date
hereof, the Company has no additional material sources of financing. 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.

Cash flows from  operations were  approximately  $4.8 million for the six months
ended April 30,  1999 and 1998.  Cash flows from  operations  for the six months
ended April 30,  1999 were primarily provided by operating income, a decrease in
inventory of $427,000 and an increase in accounts  payable and accrued  expenses
of $822,000,  offset by an increase in trade accounts receivable of $291,000 and
income taxes paid of $1.6 million. For the six months ended April 30, 1998, cash
flows from operations were primarily provided by operating income, a decrease in
trade  accounts  receivable of $1.7 million and an increase in accounts  payable
and accrued  expenses of  $905,000,  offset by an increase in  inventory of $1.3
million and income taxes paid of $2.6 million.

                                                                     (Continued)
                                       11

<PAGE>

Net cash used in investing activities was for expenditures related to facilities
and  equipment  and was $164,000 and $455,000 for the six months ended April 30,
1999 and 1998,  respectively.  As of  April 30,  1999,  there  were no  material
commitments for additional capital expenditures.

Net cash used in financing  activities was $2.7 million and $4.8 million for the
six months ended  April 30,  1999 and 1998,  respectively.  The net cash used in
financing  activities  is  primarily  related  to  the  Company's  common  stock
repurchase program.

During the period from October 31, 1998 through April 30, 1999,  the Company has
repurchased approximately $2.9 million of the Company's common stock in the open
market or in privately  negotiated  transactions.  The  repurchases  were funded
through cash flows from operating activities.  The Company intends to use excess
working  capital and other sources as appropriate to finance the remaining share
repurchase program.


DERIVATIVES

The Company does not use derivatives or other off-balance sheet instruments such
as future contracts, forward obligations, interest rate swaps, or options.


YEAR 2000

The "Year 2000" issue will affect many  computers and other  electronic  devices
that are not  programmed  to  properly  recognize  a year that  begins with "20"
instead of "19." Some devices may recognize dates on or after January 1, 2000 as
a date during the 1900s, or may not recognize the date at all. If not corrected,
many devices could fail or create erroneous results.

Since 1997, the Company has been actively assessing,  planning and responding to
the risks to the Company created by the Year 2000 issue. In assessing the risks,
the Company has focused on both (i) its internal  information  technology ("IT")
and non-IT  systems,  including,  but not  limited  to,  computer  hardware  and
software,  manufacturing  equipment,  printers,  facsimile  machines,  and other
control and accounting devices,  and (ii) its interfaces with third parties with
which the Company has material relationships,  such as suppliers,  customers and
financial institutions.

The Company has completed its assessment  and response  planning with respect to
its internal IT and non-IT systems.  Additionally, the Company has completed its
planned  remediation  measures  with  respect  to those  internal  systems.  The
Company's  remediation  has  included  updating  various  computer  hardware and
software and printers to be Year 2000 compliant. The Company has also determined
that the Year  2000  problem  will not have a  material  adverse  affect  on its
manufacturing machinery. To date, the Company has expended less than $100,000 on
its   remediation   measures  and  believes   substantial   future   remediation
expenditures  with respect to its internal  systems will not be necessary.  With
respect to the Company's internal systems, the Company has completed its planned
remediation  and  testing  and  believes  the Year  2000  issue  will not have a
material  adverse  affect on the Company or its  business.  The Company does not
believe contingency plans are necessary for its internal systems at this time.

The Company has completed its  assessment of potential  Year 2000 problems which
may arise from  failures of third  parties to be Year 2000  compliant.  However,
many of the  Company's  suppliers  and  customers are still engaged in executing
their Year 2000  readiness  efforts and, as a result,  the Company  cannot fully
evaluate the Year 2000 risks to its supply chain and its  distribution  channels
at this time.
                                                                     (Continued)
                                       12
<PAGE>

The Company's assessment efforts included sending  questionnaires to major third
party suppliers and reviewing responses,  and taking other steps to assess risks
as deemed appropriate.

The  Company  has not been made aware of any Year 2000  issues of third  parties
that are  expected to be  unresolved  prior to December  31, 1999 and that would
have a material  adverse  effect on the  Company.  Nonetheless,  the  Company is
considering contingency plans, as appropriate, including relying on raw material
inventory on hand and identification of alternative suppliers.  The Company will
continue  to monitor  the Year 2000  status of third  parties  with which it has
material  relationships to minimize its risk from failures of such parties to be
Year 2000 compliant.

The most likely  worst case  scenario  for the Company  with respect to the Year
2000 problem is the failure of a supplier,  including an energy supplier,  to be
Year 2000 compliant  such that its supply of needed  products or services to the
Company's manufacturing facility is interrupted  temporarily.  This could result
in the Company not being able to produce fiber optic cable for a period of time,
which in turn could result in lost sales and gross profit.

While the Company  believes that it is taking the necessary steps to resolve its
Year 2000 issues in a timely manner,  there can be no assurance that the Company
will not have any Year 2000 problems.  If any such problems  occur,  the Company
will work to solve them as quickly as possible. At present, the Company does not
expect  that such  problems  related  to the  Company's  internal  IT and non-IT
systems  will have a  material  adverse  affect on its  business.  The  failure,
however, of one or more of the Company's major suppliers, customers or financial
institutions to be Year 2000 compliant  could have a material  adverse effect on
the Company.


NEW ACCOUNTING STANDARDS

SFAS NO. 131
------------

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards (SFAS) No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION.  SFAS No. 131 establishes  standards for the
way  public  business  enterprises  are to report  information  about  operating
segments in annual financial statements and requires those enterprises to report
selected  information  about  operating  segments in interim  financial  reports
issued to shareholders.  It also establishes  standards for related  disclosures
about products and services, geographic areas and major customers.

SFAS No. 131 is effective for financial  statements for periods  beginning after
December 15, 1997. In the initial year of application,  comparative  information
for  earlier  years is to be  restated,  unless  it is  impracticable  to do so.
SFAS No. 131 need not be applied to interim financial  statements in the initial
year of its application,  but comparative information for interim periods in the
initial  year of  application  shall be reported  in  financial  statements  for
interim periods in the second year of application.  The Company adopted SFAS No.
131 as of November 1, 1998; however, interim disclosures are not required during
the initial year of application.


FORWARD LOOKING INFORMATION

This Form 10-Q 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

                                                                     (Continued)
                                       13
 <PAGE>

concerning  the  Company's  outlook for the future,  (ii)  statements of belief,
(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 the  expectations of the Company.
Factors that could cause or contribute to such differences  include, but are not
limited  to,  the  level of  sales to key  customers,  actions  by  competitors,
fluctuations  in the  price of raw  materials  (including  optical  fiber),  the
Company's  dependence  on a single  manufacturing  facility,  the ability of the
Company to protect  its  proprietary  manufacturing  technology,  the  Company's
dependence  on  a  limited  number  of  suppliers,   technological  changes  and
introductions of new competing  products,  and market and economic conditions in
the areas of the world in which the Company operates or markets its products.

                                       14
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The  following  information  is  furnished  for matters  submitted  to a vote of
security holders during the three months ended April 30, 1999:

(a) The Annual Meeting of Shareholders of Optical Cable  Corporation was held on
March 9, 1999.

(b)   The name of each director elected at the meeting follows:

          Robert Kopstein
          Luke J. Huybrechts
          Kenneth W. Harber
          Randall H. Frazier
          John M. Holland

(c) A brief  description of each matter voted upon at the meeting and the number
of votes cast for, against or withheld, as well as the number of abstentions and
broker non-votes,  as to each such matter,  including a separate tabulation with
respect to each nominee for office follows:

1. To elect  the  following  five  directors  to serve  for the  terms of office
specified in the proxy statement and until their successors are duly elected and
qualified.
<TABLE>
<CAPTION>
                                                VOTES           VOTES          BROKER
     DIRECTOR                 VOTES FOR        AGAINST        ABSTAINING      NON-VOTES
     --------                 ----------       -------        ----------      ---------
<S>                           <C>                <C>             <C>            <C>
Robert Kopstein               37,192,381          -             14,484         656,071
Luke J. Huybrechts            37,192,381          -             14,484         656,071
Kenneth W. Harber             37,192,581          -             14,284         656,071
Randall H. Frazier            37,192,281          -             14,584         656,071
John M. Holland               37,192,581          -             14,284         656,071

</TABLE>

2. To  ratify  the  selection  of KPMG LLP as  independent  accountants  for the
Company for the fiscal year 1999.

                                    VOTES           VOTES          BROKER
                  VOTES FOR        AGAINST        ABSTAINING      NON-VOTES
                  ----------       -------        ----------      ---------
                  37,201,601        3,264            2,000         656,071


                                       15
<PAGE>

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, 1999.

27    Financial Data Schedule.

(b) Reports on Form 8-K filed during the three months ended April 30, 1999. None

                                       16

<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, 1999                        /s/Robert Kopstein
                                            ------------------
                                               Robert Kopstein
                                               Chairman of the Board, President
                                               and Chief Executive Officer



Date: June 11, 1999                         /s/Kenneth W. Harber
                                            --------------------
                                               Kenneth W. Harber
                                               Vice President of Finance,
                                               Treasurer and Secretary
                                               (Principal Financial and
                                               Accounting Officer)