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 January 31, 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 March 14, 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
                       Three Months Ended January 31, 1997

<TABLE>
<CAPTION>



                                                                                         Page

PART I.    FINANCIAL INFORMATION

          <S>         <C>                                                             <C>
           Item 1.    Financial Statements

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

                      Condensed Statements of Income - Three Months
                        Ended January 31, 1997 and 1996.....................................3

                      Condensed Statement of Changes in Stockholders'
                        Equity - Three Months Ended January 31, 1997........................4

                      Condensed Statements of Cash Flows - Three Months
                        Ended January 31, 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..............................9-11

PART II.   OTHER INFORMATION

           Item 6.    Exhibits and Reports on Form 8-K.....................................12

</TABLE>

<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements

                            OPTICAL CABLE CORPORATION
                            Condensed Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                January 31,       October 31,
               Assets                              1997              1996
                                                -----------       --------------
<S>                                          <C>                   <C>

Current assets:
   Cash and cash equivalents                 $       303,307       $   1,677,739
   Trade accounts receivable, net of
     allowance for doubtful accounts of
     $330,000 at January 31, 1997 and
     $300,000 at October 31, 1996                  8,594,476           9,368,476
   Other receivables                                 724,615             354,041
   Due from employees                                  4,125               1,475
   Inventories                                     9,530,041          10,261,437
   Prepaid expenses                                  122,762              64,863
   Deferred income taxes                             168,349             155,304
                                               --------------      -------------
      Total current assets                        19,447,675          21,883,335

Other assets, net                                     63,745              67,996
Property and equipment, net                       10,563,633           9,175,871
                                               --------------      -------------

      Total assets                           $    30,075,053      $   31,127,202
                                               ==============      =============



        Liabilities and Stockholders' Equity

Current liabilities:
   Notes payable                             $       720,000     $     1,103,000
   Accounts payable and accrued expenses           1,792,875           5,488,765
   Accrued compensation and payroll taxes            601,551             676,725
   Income taxes payable                            1,264,947             237,926
                                               --------------        -----------
      Total current liabilities                    4,379,373           7,506,416

Deferred income taxes                                 43,760              49,227
                                               ---------------       -----------
      Total liabilities                            4,423,133           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                               7,057,804           4,977,443
                                               --------------       ------------
      Total stockholders' equity                  25,651,920          23,571,559

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

      Total liabilities and stockholders'    
        equity                               $    30,075,053     $    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
                                                                             January 31,
                                                                  -------------------------------
                                                                      1997              1996
                                                                      ----              ----
<S>                                                              <C>              <C>

Net sales                                                       $   12,491,311    $   10,342,472
Cost of goods sold                                                   7,139,646         5,635,451
                                                                  -------------     -------------
         Gross profit                                                5,351,665         4,707,021

Selling, general and administrative expenses                         2,138,576         1,938,804
                                                                  -------------     -------------
         Income from operations                                      3,213,089         2,768,217

Other income (expense):
     Interest income                                                     5,160             6,878
     Interest expense                                                  (10,201)                -
     Other, net                                                         (4,178)             (101)
                                                                  -------------     -------------

         Other income (expense), net                                    (9,219)            6,777
                                                                  -------------     -------------
         Income before income tax expense                            3,203,870         2,774,994

Income tax expense                                                   1,123,509                 -
                                                                  -------------     -------------

         Net income                                             $    2,080,361    $    2,774,994
                                                                  =============     =============


Pro forma income data:
     Net income before pro forma income tax
         provision, as reported                                                   $    2,774,994
     Pro forma income tax provision                                                    1,065,597
                                                                                    -------------

     Pro forma net income                                                         $    1,709,397
                                                                                    ============

Net income per share (pro forma for 1996)                       $         0.05    $         0.04
                                                                  =============     =============


Weighted average shares outstanding (pro forma for 1996)            38,675,416        37,800,000
                                                                  =============     =============

</TABLE>


       See accompanying condensed notes to condensed financial statements.



                                       3

<PAGE>







                            OPTICAL CABLE CORPORATION
             Condensed Statement of Changes in Stockholders' Equity
                                   (Unaudited)



<TABLE>
<CAPTION>



                                                    Three Months Ended January 31, 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                                 -                  -           2,080,361          2,080,361
                                -------------      -------------       -------------      -------------

Balances at January 31, 1997      38,675,416     $   18,594,116      $    7,057,804     $   25,651,920
                                =============      =============       =============      =============

</TABLE>


       See accompanying condensed notes to condensed financial statements.



                                       4

<PAGE>







                            OPTICAL CABLE CORPORATION
                       Condensed Statements of Cash Flows
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                                              Three Months Ended
                                                                                  January 31,
                                                                      -------------------------------
                                                                          1997              1996
                                                                          ----              ----
<S>                                                                 <C>               <C>

Cash flows from operating activities:
    Net income                                                      $    2,080,361    $    2,774,994
    Adjustments to reconcile net income to net cash provided by
      operating activities:
        Depreciation and amortization                                      172,975           105,063
        Bad debt expense (recovery)                                         30,000            (2,623)
        Deferred income taxes                                              (18,512)                -
        (Increase) decrease in:
           Trade accounts receivable                                       744,000        (1,151,132)
           Other receivables                                              (370,574)           (3,813)
           Due from employees                                               (2,650)              800
           Inventories                                                     731,396          (162,566)
           Prepaid expenses                                                (57,899)           (9,231)
           Other assets                                                         -           (226,478)
        Increase (decrease) in:
           Accounts payable and accrued expenses                        (3,104,935)          130,592
           Accrued compensation and payroll taxes                          (75,174)          125,036
           Income taxes payable                                          1,027,021                 -
                                                                      -------------     -------------
              Net cash provided by operating activities                  1,156,009         1,580,642

Cash flows from investing activities:
    Purchase of property and equipment                                  (2,147,441)         (234,224)
                                                                      -------------     -------------
              Net cash used in investing activities                     (2,147,441)         (234,224)

Cash flows from financing activities:
    Net payments on notes payable                                         (383,000)         (309,000)
    Cash distributions to previously sole stockholder                            -        (1,000,000)
                                                                      -------------     -------------

              Net cash used in financing activities                       (383,000)       (1,309,000)
                                                                      -------------     -------------
Net increase (decrease) in cash and cash equivalents                    (1,374,432)           37,418

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

Cash and cash equivalents at end of period                          $      303,307    $      572,653
                                                                      =============     =============
</TABLE>


       See accompanying condensed notes to condensed financial statements.



                                       5

<PAGE>



                                                         
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 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 three months ended January 31, 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 ended January 31, 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 ended January 31, 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 January 31,  1997 and  October 31, 1996  consist of the
         following:
                                                     January 31,     October 31,
                                                        1997            1996
                                                        ----            ----

         Finished goods                              $ 3,518,799    $  2,465,659
         Work in process                               2,311,488       3,104,339
         Raw materials                                 3,645,562       4,645,843
         Production supplies                              54,192          45,596
                                                   -------------   -------------

                                                    $  9,530,041    $ 10,261,437
                                                   =============   =============



                                       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

         Income tax expense for the three months ended January 31, 1997 consists
         of:

                                   Current          Deferred           Total
                                 -------------    -------------    -------------

         U.S. Federal           $    1,063,382   $     (17,722)   $    1,045,660
         State                          78,639            (790)           77,849
                                 -------------    -------------    -------------

         Totals                 $    1,142,021   $     (18,512)   $    1,123,509
                                 =============    =============    =============


         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 statement of income for the three months ended
         January 31, 1997 includes income taxes, and for informational purposes,
         the  statement of income for the three  months  ended  January 31, 1996
         includes a pro forma  adjustment for income taxes which would have been
         recorded if the Company had been subject to income taxes for the entire
         period 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.



                                       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.






















                                       8
<PAGE>


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


RESULTS OF OPERATIONS

Net Sales

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns. Net sales increased 20.8 percent to $12.5 million in first quarter 1997
from $10.3 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 42.8
percent in first  quarter 1997 from 45.5  percent in first  quarter  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 quarter.  During first
quarter 1997, sales from orders $50,000 or more approximated 26 percent compared
to 16 percent for first  quarter  1996.  Discounts on large orders are generally
greater than for sales from orders less than $50,000. In addition,  during first
quarter  1997,  net sales to  distributors  approximated  52  percent  versus 45
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 17.1  percent in first  quarter 1997
compared  to 18.7  percent in first  quarter  1996.  This lower  percentage  was
primarily the result of the fact that net sales for first quarter 1997 increased
at a faster rate than selling,  general and administrative  expenses compared to
first quarter 1996.

Income Before Income Tax Expense

Income before income tax expense  increased 15.5 percent to $3.2 million for the
three  months  ended  January  31, 1997  compared to $2.8  million for the three
months ended January 31, 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     or    the



                                       9
<PAGE>


three months ended January 31, 1997 includes  income taxes,  at an effective tax
rate of 35.1 percent,  and for informational  purposes,  the statement of income
for the three months ended January 31, 1996 includes 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 first quarter 1997 is due primarily
to the benefit of the Company's foreign sales corporation.

Net Income

Net income for first quarter 1997 was $2.1 million  compared to $2.8 million for
first quarter 1996. Despite an increase in income before income tax expense, net
income  decreased  due to income tax expense of $1.1  million for first  quarter
1997 as a  result  of the  Company's  termination  of its S  Corporation  status
effective March 31, 1996.

Net income for first quarter 1997 increased  $371,000,  or 21.7 percent over pro
forma net  income  for first  quarter  1996.  This  increase  resulted  from the
increase in income before income tax expense of $429,000,  offset by the $58,000
increase in income tax expense in first  quarter  1997 over pro forma income tax
provision for the same period in 1996.

Financial Condition

Total assets at January 31, 1997 were $30.1 million, a decrease of $1.1 million,
or 3.4 percent from  October 31, 1996.  This  decrease  was  primarily  due to a
decrease of $774,000 in trade accounts  receivable  resulting from the decreased
sales volume  during the quarter as compared to fourth  quarter 1996, a $731,000
decrease in inventories  and a $1.4 million  increase in property and equipment,
net, due to the  Company's  expansion of its  headquarters  facilities  which is
substantially  complete  as of  January  31,  1997.  The  expansion  was  funded
primarily through the $1.4 million decrease in cash and cash equivalents.

Total  stockholders'  equity at January 31, 1997 increased $2.1 million,  or 8.8
percent  in first  quarter  1997 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 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.  As of the date hereof,  the Company has no additional  material
sources of financing.

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 fixtures, machinery and equipment and
general  intangibles.  The lines of credit  will expire on  February  28,  1998,
unless renewed or extended.



                                       10
<PAGE>

Cash flows from operations were  approximately  $1.2 million and $1.6 million in
first quarter 1997 and 1996,  respectively.  For first quarter 1997,  cash flows
from  operations  were primarily  provided by operating  income and decreases in
trade accounts  receivable of $744,000 and inventories of $731,000,  offset by a
decrease in accounts  payable and accrued  expenses of $3.1 million.  Cash flows
from  operations  in first  quarter  1996 were  primarily  provided by operating
income, offset by an increase in trade accounts receivable of $1.1 million.

Net cash used in investing activities was for expenditures related to facilities
and  equipment and was $2.1 million and $234,000 in first quarter 1997 and 1996,
respectively.   The  Company's  expansion  of  its  headquarters  facilities  is
substantially  complete,  and as of January  31,  1997,  there were no  material
commitments for additional capital expenditures.

Net cash used in  financing  activities  was  $383,000 and $1.3 million in first
quarter 1997 and 1996,  respectively.  The net cash used in financing activities
in first  quarter 1997  consisted of  repayment  of debt  outstanding  under the
Company's  line of credit of $383,000  compared to  $309,000  for first  quarter
1996.  The net cash used in  financing  activities  for first  quarter 1996 also
included  a $1  million  cash  distribution  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.
























                                       11
<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 three
                  months ended January 31, 1997.

                  (27)  Financial Data Schedule.


            (b)   Reports  on Form 8-K  filed  during  the  three  months  ended
                  January 31, 1997.

                  None.



































                                       12
<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:  March 14, 1997               /s/Robert Kopstein
                                    --------------------------------------------
                                    Robert Kopstein
                                    Chairman of the Board, President and
                                      Chief Executive Officer



Date:  March 14, 1997               /s/Kenneth W. Harber
                                    -----------------------------------------
                                    Kenneth W. Harber
                                    Vice President of Finance, Treasurer
                                      and Secretary
                                    (principal financial and accounting officer)