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, 2002


                                       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)


         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 15,  2002,  55,431,279  shares of the  registrant's  Common
Stock, no par value, were outstanding.
<PAGE>


                                 OPTICAL CABLE CORPORATION
                                      Form 10-Q Index
                            Three Months Ended January 31, 2002


<TABLE>

                                                                                      Page

PART I.       FINANCIAL INFORMATION
<S> <C>
              Item 1.    Financial Statements

                         Condensed Balance Sheets - January 31, 2002
                           and October 31, 2001..........................................2

                         Condensed Statements of Operations - Three Months
                           Ended January 31, 2002 and 2001...............................3

                         Condensed Statement of Changes in Stockholders'
                           Equity - Three Months Ended January 31, 2002..................4

                         Condensed Statements of Cash Flows - Three Months
                           Ended January 31, 2002 and 2001...............................5

                         Condensed Notes to Condensed Financial Statements............6-12

              Item 2.Management's Discussion and Analysis of Financial
                           Condition and Results of Operations.......................13-21

              Item 3.Quantitative and Qualitative Disclosures About Market Risk.........22


PART II.      OTHER INFORMATION

              Item 1.    Legal Proceedings..............................................23

              Item 2.    Changes in Securities and Use of Proceeds .....................24

              Item 5.    Other Information..............................................25

              Item 6.    Exhibits and Reports on Form 8-K...............................25

SIGNATURES
</TABLE>

<PAGE>
<TABLE>
                                              PART I. FINANCIAL INFORMATION
Item 1.      Financial Statements
                                                OPTICAL CABLE CORPORATION
                                                 Condensed Balance Sheets
<CAPTION>
                                                                                    (Unaudited)
                                                                                  -----------------
                                                                                    January 31,          October 31,
                     Assets                                                             2002                2001
                                                                                  -----------------   ------------------
Current assets:
<S>                                                                             <C>                 <C>
    Cash and cash equivalents                                                   $     2,539,569     $      2,087,608
    Trade accounts receivable, net of allowance for doubtful
       accounts of $839,482 at January 31, 2002 and $572,853
       at October 31, 2001                                                            9,407,934           10,678,214
    Income taxes refundable                                                             806,704            1,108,007
    Other receivables                                                                   497,056              371,656
    Due from employees, net of allowance for uncollectible
       advances of $70,000                                                               34,793               35,018
    Inventories                                                                      13,861,372           14,084,931
    Prepaid expenses                                                                    260,924              185,831
    Deferred income taxes                                                               276,181              260,709
                                                                                  -----------------   ------------------
                   Total current assets                                              27,684,533           28,811,974
Other assets                                                                                --               367,469
Property and equipment, net                                                          12,459,371           12,685,053
Deferred income taxes                                                                   896,822              933,801
                                                                                  -----------------   ------------------
                   Total assets                                                 $    41,040,726     $     42,798,297
                                                                                  =================   ==================
                     Liabilities and Stockholders' Equity
Current liabilities:
    Notes payable to bank                                                       $     6,563,000     $      8,271,000
    Accounts payable and accrued expenses                                             5,133,778            5,537,313
    Accrued compensation and payroll taxes                                              547,715              798,203
                                                                                  -----------------   ------------------
                   Total current liabilities                                         12,244,493           14,606,516
Other liabilities                                                                       326,553              326,553
                                                                                  -----------------   ------------------
                   Total liabilities                                                 12,571,046           14,933,069
                                                                                  -----------------   ------------------
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 55,431,279 shares                                             --                   --
    Retained earnings                                                                28,469,680           27,865,228
                                                                                  -----------------   ------------------
                   Total stockholders' equity                                        28,469,680           27,865,228
Commitments and contingencies
                                                                                  -----------------   ------------------
                   Total liabilities and stockholders' equity                   $    41,040,726     $     42,798,297
                                                                                  =================   ==================
See accompanying condensed notes to condensed financial statements.
</TABLE>

                                                            2
<PAGE>
<TABLE>
                                                OPTICAL CABLE CORPORATION
                                            Condensed Statements of Operations
                                                       (Unaudited)
<CAPTION>
                                                                                           Three Months Ended
                                                                                               January 31,
                                                                                   -------------------------------------
                                                                                         2002               2001
                                                                                   -----------------  ------------------
<S>                                                                              <C>                <C>
Net sales                                                                        $    11,391,421    $     16,996,200
Cost of goods sold                                                                     6,895,184           9,117,931
                                                                                   -----------------  ------------------
                   Gross profit                                                        4,496,237           7,878,269
Selling, general and administrative expenses                                           3,506,417           3,927,814
                                                                                   -----------------  ------------------
                   Income from operations                                                989,820           3,950,455
Other income (expense):
    Losses on trading securities, net                                                        --           (3,991,181)
    Interest income                                                                        7,152              15,764
    Interest expense                                                                     (64,704)           (149,870)
    Other, net                                                                               184              (1,496)
                                                                                   -----------------  ------------------
                   Other expense, net                                                    (57,368)         (4,126,783)
                                                                                   -----------------  ------------------
                   Income (loss) before income tax
                     expense (benefit)                                                   932,452            (176,328)
Income tax expense (benefit)                                                             328,000             (61,715)
                                                                                   -----------------  ------------------
                   Net income (loss)                                             $       604,452    $       (114,613)
                                                                                   =================  ==================
Net income (loss) per share:
    Basic and diluted                                                           $              0.01 $            --
                                                                                   =================  ==================
See accompanying condensed notes to condensed financial statements.
</TABLE>

                                                            3
<PAGE>
<TABLE>
                                                OPTICAL CABLE CORPORATION
                                  Condensed Statement of Changes in Stockholders' Equity
                                                       (Unaudited)
<CAPTION>
                                                                  Three Months Ended January 31, 2002
                                               -------------------------------------------------------------------------
                                                         Common Stock                                        Total
                                               -----------------------------------       Retained         Stockholders'
                                                    Shares             Amount            Earnings            Equity
                                               ---------------    ----------------   ----------------   ----------------

<S>                                             <C>             <C>                <C>                <C>
Balances at October 31, 2001                    55,431,279      $          --      $   27,865,228     $   27,865,228

Net income                                             --                  --             604,452            604,452
                                               ---------------    ----------------   ----------------   ----------------
Balances at January 31, 2002                    55,431,279      $          --      $   28,469,680     $   28,469,680
                                               ===============    ================   ================   ================

See accompanying condensed notes to condensed financial statements.
</TABLE>

                                                            4
<PAGE>
<TABLE>

                                                OPTICAL CABLE CORPORATION
                                            Condensed Statements of Cash Flows
                                                       (Unaudited)
<CAPTION>
                                                                                           Three Months Ended
                                                                                               January 31,
                                                                                   -------------------------------------
                                                                                         2002               2001
                                                                                   -----------------  ------------------
Cash flows from operating activities:
<S>                                                                              <C>                <C>
    Net income (loss)                                                            $       604,452    $       (114,613)
    Adjustments to reconcile net income (loss) to net cash provided
        by operating activities:
          Depreciation and amortization                                                  293,718             237,930
          Bad debt expense                                                               270,659             430,656
          Deferred income tax expense                                                     21,507             753,711
          Stock-based compensation expense                                                   --               20,384
          Unrealized losses on trading securities, net                                       --              435,231
          Decrease in trading securities                                                     --            1,472,599
          Increase in payable to investment broker related to
            securities trading                                                               --            1,233,219
          (Increase) decrease in:
            Trade accounts receivable (before bad debt expense)                          999,621          (2,605,654)
            Income taxes refundable                                                      301,303            (817,626)
            Other receivables                                                           (125,400)            (81,000)
            Due from employees                                                               225                 525
            Inventories                                                                  223,559            (316,106)
            Prepaid expenses                                                             (75,093)            (80,918)
          Increase (decrease) in:
            Accounts payable and accrued expenses and other liabilities                 (346,585)          1,127,258
            Accrued compensation and payroll taxes                                      (250,488)           (206,025)
                                                                                   -----------------  ------------------
                   Net cash provided by operating activities                           1,917,478           1,489,571
                                                                                   -----------------  ------------------
Cash flows from investing activities:
    Purchase of property and equipment                                                  (124,986)           (625,828)
    Increase in cash surrender value of life insurance                                       --              (27,016)
    Receipt of cash surrender value of life insurance                                    367,469                 --
                                                                                   -----------------  ------------------
                   Net cash provided by (used in) investing activities                   242,483            (652,844)
                                                                                   -----------------  ------------------
Cash flows from financing activities:
    Repayment of notes payable to bank, net                                           (1,708,000)             --
    Repurchase of common stock                                                               --           (1,322,065)
    Proceeds from exercise of employee stock options                                         --                2,118
                                                                                   -----------------  ------------------
                   Net cash used in financing activities                              (1,708,000)         (1,319,947)
                                                                                   -----------------  ------------------
Net increase (decrease) in cash and cash equivalents                                     451,961            (483,220)
Cash and cash equivalents at beginning of period                                       2,087,608           1,458,896
                                                                                   -----------------  ------------------
Cash and cash equivalents at end of period                                       $     2,539,569    $        975,676
                                                                                   =================  ==================

See accompanying condensed notes to condensed financial statements.
</TABLE>


                                                            5

<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)

(1)    General

       The  accompanying  unaudited  condensed  financial  statements of Optical
       Cable  Corporation  (the "Company") have been prepared in accordance with
       accounting  principles generally accepted in the United States of America
       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  accounting  principles
       generally accepted in the United States of America 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, 2002 are not necessarily indicative of the results that
       may be  expected  for the  fiscal  year  ending  October  31,  2002.  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, 2001.


(2)    Allowance for Doubtful Accounts for Trade Accounts Receivable

       A summary of changes in the  allowance  for  doubtful  accounts for trade
       accounts  receivable for the three months ended January 31, 2002 and 2001
       follows:
<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                        January 31,
                                          -----------------------------------------
                                                 2002                  2001
                                          -------------------   -------------------
        <S>                             <C>                    <C>
       Balance at beginning of period   $         572,853      $      1,909,069
       Bad debt expense                           270,659               430,656
       Losses charged to allowance                 (4,030)           (2,191,105)
       Recoveries added to allowance                  --                    565
                                          -------------------   -------------------
       Balance at end of period         $         839,482      $        149,185
                                          ===================   ===================
</TABLE>

       One of the Company's two major distributors filed for protection from its
       creditors under  bankruptcy laws in January 2001. As of October 31, 2000,
       the Company specifically reserved approximately  $1,772,000 for estimated
       uncollectible  accounts  receivable from this distributor.  As of January
       31, 2001, the Company wrote off that  $1,772,000  reserve,  as well as an
       additional bad debt reserve related to this  distributor of approximately
       $419,000  incurred  during the first  quarter of fiscal year 2001,  for a
       total write-off of approximately  $2,191,000 for estimated  uncollectible
       accounts  receivable  from this  distributor  for the three  months ended
       January 31, 2001.  There were no net sales attributed to this distributor
       subsequent to the first quarter of fiscal year 2001.


                                       6
<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)


(3)    Inventories

       Inventories  as of January 31,  2002 and October 31, 2001  consist of the
       following:

                                          January 31,           October 31,
                                              2002                  2001
                                       -------------------   -------------------
       Finished goods               $        4,786,716     $       4,328,379
       Work in process                       3,054,089             3,064,975
       Raw materials                         5,971,377             6,641,985
       Production supplies                      49,190                49,592
                                       -------------------   -------------------
                                    $       13,861,372     $      14,084,931
                                       ===================   ===================

(4)    Notes Payable to Bank

       Under a loan  agreement with its bank dated March 10, 1999 and amended on
       October 30, 2001, the Company has a $5 million secured  revolving line of
       credit and a $4.5 million secured revolving line of credit. As of January
       31, 2002 and  October 31,  2001,  the  Company had  combined  outstanding
       borrowings  under these lines of credit in the amount of  $6,563,000  and
       $8,271,000,  respectively, with $2,937,000 and $1,229,000,  respectively,
       unused and available.

       The lines of credit bear  interest at 1.50% above the monthly  LIBOR rate
       (3.35% as of January 31,  2002 and 3.79% as of October 31,  2001) and are
       equally and ratably  collateralized by the Company's accounts receivable,
       contract  rights,  inventory,   furniture  and  fixtures,  machinery  and
       equipment and general intangibles. The lines of credit have been extended
       and will expire on March 31,  2002,  unless  they are further  renewed or
       extended. While the lines of credit do not require a compensating balance
       that legally  restricts the use of cash amounts,  at the bank's  request,
       the Company has agreed to maintain an unrestricted target cash balance of
       $125,000.


(5)    Stock Option Plan

       The Company applies the provisions of Accounting  Principles  Board (APB)
       Opinion No. 25,  ACCOUNTING  FOR STOCK ISSUED TO  EMPLOYEES,  and related
       interpretations  for  employee  stock  option  grants  and SFAS No.  123,
       ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  and  EITF  Issue  No.  96-18,
       ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES



                                       7
                                                                     (Continued)
<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)


       FOR ACQUIRING,  OR IN CONJUNCTION  WITH SELLING,  GOODS OR SERVICES,  for
       nonemployee  stock option grants.  Stock option activity during the three
       months ended January 31, 2002 is as follows:

                                           Number of          Weighted-Average
                                            Shares             Exercise Price
                                       ------------------    -------------------
       Balance at October 31, 2001          1,013,562               $6.97
            Granted                           250,000                1.25
            Exercised                             --                   --
            Forfeited                         (1,875)               10.04
                                       ------------------
       Balance at January 31, 2002          1,261,687               $6.97
                                       ==================

       As of January 31, 2002,  there were  approximately  4,100,000  additional
       shares available for grant under the Plan.

       The options  granted  during the three months ended January 31, 2002 were
       granted to executive  officers of the Company  with a per share  exercise
       price of $1.25 equal to the closing price of the  Company's  common stock
       on the date of grant,  and vest in equal monthly  installments  over four
       years.

       Subsequent to January 31, 2002, the Board of Directors approved grants of
       stock  options  to  purchase  a total of 24,975  shares of the  Company's
       common stock at an exercise  price of $0.89 per share,  the closing price
       at the date of grant.  These grants were made to  independent  members of
       the Board of Directors who had not served as an executive  officer of the
       Company  during the past year.  The grants were  effective  February  12,
       2002. These options vest monthly over one year.

       On March 5, 2002,  the  Compensation  Committee of the Board of Directors
       approved grants of stock options to purchase a total of 2,388,000  shares
       of the  Company's  common stock at an exercise  price of $0.90 per share,
       the  closing  price at the  date of  grant.  These  grants  were  made to
       employees (other than the executive  officers) and  non-employee  outside
       sales personnel.  These options vest in equal quarterly installments over
       five years.


(6)    Net Income (Loss) Per Share

       Basic net income  (loss) per share  excludes  dilution and is computed by
       dividing   income  (loss)   available  to  common   stockholders  by  the
       weighted-average  number of common  shares  outstanding  for the  period.
       Diluted net income (loss) per share 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  (loss) of the  Company.
       The following is a  reconciliation  of the numerators and denominators of
       the net income (loss) per share computations for the periods presented:



                                       8
                                                                     (Continued)
<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Net Income               Shares              Per Share
       Three Months Ended January 31, 2002                     (Numerator)           (Denominator)             Amount
       ------------------------------------------            -----------------    ---------------------    --------------
       <S>                                                <C>                            <C>             <C>
       Basic net income per share                         $        604,452               55,431,279      $      0.01
                                                                                                           ==============
       Effect of dilutive stock options                                --                    24,297
                                                             -----------------    ---------------------
       Diluted net income per share                       $        604,452               55,455,576      $      0.01
                                                             =================    =====================    ==============


                                                                 Net Loss                Shares              Per Share
       Three Months Ended January 31, 2001                     (Numerator)           (Denominator)             Amount
       ------------------------------------------            -----------------    ---------------------    --------------
       Basic net loss per share                           $          (114,613)           56,355,984      $        --
                                                                                                           ==============
       Effect of dilutive stock options                                --                   365,791
                                                             -----------------    ---------------------
       Diluted net loss per share                         $          (114,613)           56,721,775      $        --
                                                             =================    =====================    ==============
</TABLE>

       Stock options that could  potentially  dilute net income (loss) per share
       in the future that were not  included in the  computation  of diluted net
       income  (loss) per share  (because to do so would have been  antidilutive
       for the periods  presented)  totaled  763,562 for the three  months ended
       January 31, 2002. No such antidilutive stock options existed with respect
       to diluted  net loss per share  calculation  for the three  months  ended
       January 31, 2001.


(7)    Stockholders' Equity

       On November 2, 2001, the Board of Directors of the Company  adopted a new
       Shareholder  Rights Plan (the  "Rights  Plan") and declared a dividend of
       one preferred share purchase right (a "Right") on each outstanding  share
       of common stock. Under the terms of the Rights Plan, if a person or group
       acquires 15% (or other applicable  percentage,  as provided in the Rights
       Plan) or more of the  outstanding  common stock,  each Right will entitle
       its holder (other than such person or members of such group) to purchase,
       at the Right's then current  exercise price, a number of shares of common
       stock  having a market  value of twice such price.  In  addition,  if the
       Company is acquired  in a merger or other  business  transaction  after a
       person or group has acquired such  percentage of the  outstanding  common
       stock,  each Right will  entitle  its holder  (other  than such person or
       members of such group) to purchase,  at the Right's then current exercise
       price, a number of the acquiring  company's common shares having a market
       value of twice such price.

       Upon the occurrence of certain events, each Right will entitle its holder
       to buy one  one-thousandth  of a Series  A  preferred  share  ("Preferred
       Share"),  at an  exercise  price  of $25,  subject  to  adjustment.  Each
       Preferred  Share will  entitle its holder to 1,000 votes and will have an
       aggregate  dividend  rate of 1,000  times  the  amount,  if any,  paid to
       holders of common  stock.  The Rights  will  expire on  November 2, 2011,
       unless the date is extended or unless the Rights are earlier  redeemed or
       exchanged at the option of the Board of Directors  for $0.0001 per Right.
       Generally,  each share of common stock issued after November 5, 2001 will
       have one Right attached. The adoption of the Rights Plan has no impact on
       the financial position or results of operations of the Company.



                                       9
                                                                     (Continued)
<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)


       The Company has reserved  100,000 of its authorized  preferred  stock for
       issuance upon exercise of the Rights.


(8)    Personnel Matters

       On December 3, 2001,  the Company  issued a press release that  announced
       that, upon the recommendation of the independent Special Committee of its
       Board of Directors, the Board of Directors had removed Robert Kopstein as
       the Company's Chairman,  President and Chief Executive Officer.  Also see
       note 10.


(9)    Segment Information and Business and Credit Concentrations

       The  Company  has a single  reportable  segment  for  purposes of segment
       reporting  pursuant to SFAS No. 131. In  addition,  the  Company's  fiber
       optic cable products are similar in nature.

       The Company provides credit, in the normal course of business, to various
       commercial   enterprises,   governmental   entities  and   not-for-profit
       organizations.  Concentration  of  credit  risk  with  respect  to  trade
       receivables  is limited due to the  Company's  large number of customers.
       The  Company  also  manages   exposure  to  credit  risk  through  credit
       approvals,  credit limits and monitoring procedures.  Management believes
       that  credit  risks as of January 31, 2002 and October 31, 2001 have been
       adequately provided for in the financial statements.

       For the three months ended January 31, 2002 and 2001, no single  customer
       accounted for more then 10% of net sales.  During first quarter 2002, one
       of the Company's major domestic  distributors advised the Company that it
       will no  longer  stock  the  Company's  products  as part of its  regular
       product  offering.  For the three months ended January 31, 2001 and 2000,
       approximately 66% and 77%, respectively, of net sales were from customers
       located  in  the  United  States,   while   approximately  34%  and  23%,
       respectively, were from international customers.


(10)   Contingencies

       On  September  27,  2000,  the Equal  Employment  Opportunity  Commission
       ("EEOC")  filed a lawsuit under Title VII of the Civil Rights Act against
       the Company in the United States District Court for the Western  District
       of Virginia.  The lawsuit alleged a pattern or practice of discrimination
       on the bases of gender and race. The lawsuit sought  injunctive and other
       relief and damages in an  unspecified  amount.  On December 13, 2001, the
       parties reached an agreement as to the amount of a settlement (subject to
       final  documentation  and judicial review and approval).  On February 20,
       2002,  the Company  reached a final  settlement of the case and the court
       issued a  Consent  Decree  setting  forth  the  terms of the  settlement.
       Pursuant to the settlement and Consent Decree,  the Company paid $500,000
       on or about  February 20, 2002; and will pay $175,000 in January 2003 and
       $175,000 in January  2004,  to satisfy any gender and race class  claims;


                                       10
                                                                     (Continued)
<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)


       the Company paid $75,000 on or about  February 20, 2002 to one individual
       specifically named in the complaint;  and will spend at least $75,000 for
       the  Company's   planned   diversity,   recruitment  and  human  resource
       management  programs  over the term of the  Consent  Decree.  The Company
       recorded a charge in the fourth quarter of fiscal year 2001 in the amount
       of $901,553 representing $575,000 (current portion) payable upon entry of
       the Consent Decree, as well as $326,553 (noncurrent portion) representing
       the present value of two equal payments in the amount of $175,000 payable
       in January 2003 and 2004.  No  additional  charges were recorded in first
       quarter  2002 as a result of the  settlement.  The $75,000 to be used for
       the  Company's   planned   diversity,   recruitment  and  human  resource
       management programs will be expensed as incurred.

       The Company was named as a defendant in two lawsuits  filed in the United
       States  District  Court for the Southern  District of New York seeking to
       compel  the  Company  to  authorize   its  transfer   agent  to  transfer
       unregistered,  restricted stock on the Company's stock ledger.  The first
       suit was filed on October 22, 2001, by Bear, Stearns & Co. Inc. and Bear,
       Stearns Securities Corporation (collectively, "Bear Stearns"). The second
       suit  was  filed  on  October  26,   2001,   by  UBS   PaineWebber   Inc.
       ("PaineWebber").  In each  case,  PaineWebber  and  Bear  Stearns  sought
       injunctive  relief with  respect to common  stock of the Company  sold by
       them in the course of liquidating  either repossessed shares or brokerage
       accounts of the Company's former Chairman,  President and Chief Executive
       Officer,  to cover personal  margin loans made by the brokerage  firms to
       him. Subsequent to January 31, 2002, both suits also contained a claim of
       monetary damages caused by the alleged wrongful refusal by the Company to
       authorize the transfers in connection with the  liquidations.  Subsequent
       to January 31, 2002, both suits were dismissed.  PaineWebber  voluntarily
       dismissed its lawsuit with prejudice,  while the Bear Stearns lawsuit was
       voluntarily dismissed without prejudice.

       The Company,  Mr.  Robert  Kopstein (our former  Chairman,  President and
       Chief Executive  Officer,  and various John Does  (unidentified  officers
       and/or  directors of the Company during the class period described below)
       were named as defendants in four putative class action  lawsuits filed in
       the United  States  District  Court for the Western  District of Virginia
       (the  "Suits").  The first class action lawsuit was filed on November 26,
       2001,  by  Charles  S.  Farrell,  Jr.,  on behalf of  himself  and others
       similarly situated. The second class action lawsuit was filed on December
       14,  2001,  by Lerner  Group,  on behalf of itself and  others  similarly
       situated.  The third class action lawsuit was filed on December 27, 2001,
       by Richard Simone,  on behalf of himself and others  similarly  situated.
       The fourth class action  lawsuit was filed on January 31, 2002 by Charles
       H. Yeatts, on behalf of himself and others similarly situated. In each of
       the substantially similar suits, the plaintiffs purported to represent


                                       11
                                                                     (Continued)
<PAGE>
                            OPTICAL CABLE CORPORATION
                Condensed Notes to Condensed Financial Statements
                       Three Months Ended January 31, 2002
                                   (Unaudited)


       purchasers of the Company's  common stock during the period from July 31,
       2000,  through  October 8, 2001 (the putative class  period),  and allege
       that  the  defendants  violated  Sections  10(b)  and 20 of  the  federal
       Securities  Exchange  Act of 1934 and were  negligent  in making  certain
       alleged  misrepresentations  and/or omitting to disclose  material facts.
       The  plaintiffs  in each of the Suits  seek  compensatory  and  exemplary
       damages  in an  unspecified  amount,  as well  as  reasonable  costs  and
       expenses incurred in the cause of action,  including  attorneys' fees and
       expert fees. Under Private Securities  Litigation Reform Act of 1995, the
       United  States  District  Court for the  Western  District of Virginia is
       required to appoint an individual shareholder or group of shareholders as
       the lead plaintiff for the Suits.  We anticipate that the Court will also
       consolidate  the Suits into a single  action  and that the lead  plantiff
       will file a consolidated amended class action complaint.

       Management  intends to  vigorously  defend the Suits.  The  Company  may,
       however,  incur substantial  costs in defending the Suits,  regardless of
       their  merit or  outcome.  At this early  stage in the Suits,  management
       cannot  make a  reasonable  estimate  of the  monetary  amount  of  their
       resolution, or estimate a range of reasonably possible losses, if any. If
       the Company is  unsuccessful,  it could be subject to damages that may be
       substantial  and could have a material  adverse  effect on the  Company's
       financial position, results of operations and liquidity.

       From time to time,  the Company is involved in various  other  claims and
       legal actions arising in the ordinary course of business.  In the opinion
       of management,  the ultimate disposition of these matters will not have a
       material adverse effect on the Company's financial  position,  results of
       operations or liquidity.


                                       12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


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,  statements  concerning  our outlook for the
future,  statements of belief,  future plans,  strategies or anticipated events,
and  similar  information  and  statements   concerning  matters  that  are  not
historical  facts.  The  forward-looking  information  is  subject  to risks and
uncertainties  that may  cause  actual  events  to  differ  materially  from our
expectations.  Factors  that  could  cause  or  contribute  to such  differences
include,  but are not  limited  to,  the  level  of sales  to key  customers  or
distributors;  the economic conditions affecting network service providers;  the
slowdown  in  corporate   spending  on   information   technology;   actions  by
competitors;  fluctuations  in the  price of raw  materials  (including  optical
fiber);  our  dependence  on a single  manufacturing  facility;  our  ability to
protect our proprietary manufacturing technology;  market conditions influencing
prices or pricing;  our  dependence  on a limited  number of  suppliers;  volume
commitments made to certain of our suppliers;  an adverse outcome in litigation,
claims and other  actions,  and potential  litigation,  claims and other actions
against us, including,  but not limited to, the shareholder  litigation that has
been filed;  the effect of sales of common stock by the various  brokerage firms
alleging that our former Chairman, President and Chief Executive Officer pledged
substantially all of his  personally-held  unregistered  shares of Optical Cable
Corporation  (the  "Company")  to cover  personal  margin  loans;  technological
changes and  introductions  of new competing  products;  the current  recession;
terrorist  attacks  or acts of war,  particularly  given  the acts of  terrorism
against  the  United  States  on  September  11,  2001 and  subsequent  military
responses  by the United  States;  ability to retain key  personnel;  changes in
market demand;  exchange rates;  productivity;  weather; and market and economic
conditions  in the areas of the world in which the Company  operates and markets
its products.

Amounts  presented in the following  discussion have been rounded to the nearest
hundred  thousand,  unless the amounts are less than one million,  in which case
the amounts have been rounded to the nearest thousand.

Overview

We are a leading  manufacturer  of a broad range of  tight-buffered  fiber optic
cables primarily for the local area network and premise markets,  often referred
to  as  the  enterprise  market.  Our  tight-buffered  fiber  optic  cables  are
well-suited  for use in short  to  moderate  distance  applications  to  connect
metropolitan,  access and enterprise  networks.  Our tight-buffered  fiber optic
cables  are  derived  from   technology   originally   developed   for  military
applications  requiring  rugged,  flexible and compact fiber optic  cables.  Our
tight-buffered  fiber optic  cables can be used both indoors and  outdoors,  are
easy and economical to install,  provide a high degree of reliability  and offer
industry leading performance  characteristics.  We have designed and implemented
an efficient and highly  automated  manufacturing  process based on  proprietary
technologies.   This  enables  us  to  produce   high   quality   indoor/outdoor
tight-buffered fiber optic cable rapidly and cost efficiently.

We sell our products through our sales force to original equipment manufacturers
and  to  major   distributors,   regional   distributors   and  various  smaller
distributors.  For first quarter 2002 ending  January 31, 2002 and first quarter
2001 ending  January 31, 2001,  40.3% and 45.3% of our net sales were from sales
to our distributors.  International net sales were 34.1% and 22.7% for the first
quarter 2002 and first  quarter  2001,  respectively.  Substantially  all of our
international sales are denominated in U.S. dollars.


                                       13
<PAGE>

Net sales  consist  of gross  sales of  products  less  discounts,  refunds  and
returns.  Revenue is recognized  at the time of product  shipment or delivery to
the customer and the customer takes ownership and assumes risk of loss, based on
shipping terms. No single customer  accounted for more than 10% of our net sales
during first quarter 2002 or first quarter 2001.  During first quarter 2002, one
of our major domestic  distributors  advised us that it will no longer stock our
products as part of its regular product offering.

A significant  percentage of the selling price of our fiber optic cable is based
on the cost of raw materials used.  Because  single-mode fiber is less expensive
than  multimode  fiber,  single-mode  fiber  optic  cables have a lower per unit
selling price than comparable  multimode fiber optic cables. We believe that the
metropolitan  and access markets are  predominantly  users of single-mode  fiber
optic cable,  and that  increasingly,  single-mode  fiber is also being used for
other  short to  moderate  distance  installations  where  higher  bandwidth  is
required.  To the extent that our sales mix shifts toward the  metropolitan  and
access  markets and our product mix shifts toward  single-mode  cables,  we will
have to increase  the volume of our sales to maintain  our current  level of net
sales. Increased volume may require us to expand our manufacturing capacity more
rapidly.

Cost of goods  sold  consists  of the  cost of  materials,  compensation  costs,
product warranty costs and overhead related to our manufacturing operations. The
largest  percentage of costs included in cost of goods sold is  attributable  to
costs of materials that are variable as opposed to fixed costs.

Selling,  general and administrative  expenses consist of the compensation costs
for sales and marketing  personnel,  shipping costs,  travel expenses,  customer
support  expenses,  trade show  expenses,  advertising,  bad debt  expense,  the
compensation cost for administration,  finance and general management personnel,
as well as legal and accounting fees.

Other income  (expense),  net consists  primarily of realized and unrealized net
gains (losses) on trading  securities,  interest income and interest expense. In
January  2000,  we began  actively  buying and selling  shares in the Nasdaq 100
Trust, which is designed to closely track the price and yield performance of the
Nasdaq 100 stock index. We utilized  short-term margin borrowings  payable to an
investment  broker to finance our  position  in these  trading  securities.  Our
margin borrowings were collateralized by the trading securities and were subject
to margin  provisions,  which could have resulted in the sale of some or all of,
and on  certain  occasions  did  result  in the  sale of some  of,  the  trading
securities  to meet  margin  calls.  Our active  trading in the Nasdaq 100 Trust
continued  through May 14, 2001,  the date of the last purchase of these shares.
On October 3, 2001,  as part of a policy to invest  future  excess funds only in
short-term interest-bearing investments, we sold all of our remaining investment
in the Nasdaq 100 Trust and paid off the  outstanding  margin  borrowings.  As a
result,  there were no gains  (losses)  resulting from the trading of securities
for first  quarter  2002.  Our Board of  Directors  has  adopted  an  Investment
Objectives  and  Guidelines  policy,  in  which we  state  that we will  make no
additional cash investments in the above-mentioned Nasdaq 100 Trust or in stocks
of other companies. In addition, our Investment Objectives and Guidelines policy
states  that  any  future  investments  will  be  in  U.S.  dollar  denominated,
short-term, interest-bearing, investment-grade securities.

For accounting purposes during first quarter 2001, we categorized our investment
in the Nasdaq 100 Trust as trading securities, and we recorded the investment on
our  balance  sheet at fair  value,  which was based on  quoted  market  prices.
Purchases and sales of trading securities were recognized on a trade-date basis,
the date the order to buy or sell is executed. Net realized gains or losses were
determined on the first-in,  first-out cost method.  We marked our investment to
market on each balance sheet date.  Any decline in fair value was recorded as an
unrealized  loss, while any increase in fair value was recorded as an unrealized
gain.  Realized  gains and losses and  unrealized  holding  gains and losses for
trading securities were included in other income (expense), net.



                                       14
<PAGE>

In first quarter  2001,  we recognized  net losses of $4.0 million in connection
with our securities trading  activities in other expense,  net. In first quarter
2001, we incurred interest expense of $150,000 on the margin borrowings  related
to our  securities  trading  activities.  Since  October  2001,  we have held no
trading  securities in accordance with our current  investment policy and had no
outstanding margin borrowings.

Results of Operations

The  following  table sets forth  selected  line  items from our  statements  of
operations as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                  January 31,
                                                    -----------------------------------------
                                                           2002                  2001
                                                    -------------------   -------------------
<S>                                                             <C>                   <C>
Net sales                                                       100.0%                100.0%
Cost of goods sold                                                60.5                  53.6
                                                    -------------------   -------------------
                 Gross profit                                     39.5                  46.4
Selling, general and administrative expenses                      30.8                  23.1
                                                    -------------------   -------------------
                 Income from operations                            8.7                  23.3
Other expense, net                                                (0.5)                (24.3)
                                                    -------------------   -------------------
                 Income (loss) before income tax
                    expense (benefit)                              8.2                  (1.0)
Income tax expense (benefit)                                       2.9                  (0.3)
                                                    -------------------   -------------------
                 Net income (loss)                                5.3%                  (7.0)%
                                                    ===================   ===================

</TABLE>
Net Sales

Net sales  decreased  33.0% to $11.4  million in first  quarter  2002 from $17.0
million in first quarter 2001.  By  comparison,  net sales were $11.9 million in
fourth quarter 2001 and $11.3 million in first quarter 2000. The decrease in net
sales during first quarter 2002, when compared to the same period last year, was
a  result  of  weak  economic   conditions  on  market  demand,   a  trend  that
significantly  affected the Company  beginning in the second half of fiscal year
2001.  Total fiber meters shipped in first quarter 2002 decreased  35.8% to 37.7
million fiber meters shipped from 58.7 million fiber meters shipped for the same
period in 2001.

During first quarter 2002, the Company  experienced a relatively  stable product
mix for cable containing  multimode fiber (which typically has a higher relative
sales price),  compared to cable containing  single-mode  fiber (which typically
has a lower  relative  sales price),  when  compared to first quarter 2001.  The
percentage  of  multimode  fiber meters  shipped to total fiber  meters  shipped
during first  quarter 2002 was only  slightly  higher than during first  quarter
2001.

Cable  containing  multimode  fiber is generally  used for  communications  over
shorter   distances  where  the  higher   bandwidth   capacity  and  the  higher
transmission  equipment  cost of  single-mode  fiber is not required.  Multimode
fiber cable is often used in datacom applications.  Cable containing single-mode
fiber is  generally  used for  communications  over longer  distances  and where
higher bandwidth capacity is required.  Single-mode fiber cable is often used in
telecom, CATV and various Internet applications.



                                       15
<PAGE>

Gross Profit

Gross profit margin  (gross  profit as a percentage  of net sales)  decreased to
39.5% in first  quarter 2002 from 46.4% in first  quarter  2001,  as  production
costs did not decrease at the same  relative  rate as the decrease in net sales.
By  comparison,  the gross profit margin for fourth  quarter 2001,  was 21.8%, a
quarter  in  which  we  wrote-off  slow-moving  and  impaired  inventory  to net
realizable  value,  disposed of certain impaired  finished goods inventory,  and
adjusted  inventory  for book to  physical  variances  resulting  from  year-end
physical  inventory  counts.  Although raw material cost per fiber meter shipped
increased  slightly  during first  quarter 2002  compared to first quarter 2001,
most of the  production  cost  increase  was a result of  increases in labor and
overhead costs per fiber meter shipped.

Selling, General and Administrative Expenses

Selling,  general and administrative  expenses as a percentage of net sales were
30.8% in first  quarter  2002  compared  to 23.1%  in  first  quarter  2001.  By
comparison, selling, general and administrative expenses were 47.2% of net sales
in  fourth  quarter  2001,  mainly  due  to  the  $902,000  charge  recorded  in
anticipation of settlement of the lawsuit with the Equal Employment  Opportunity
Commission for alleged prior  discriminatory  practices and related  complaints.
The higher percentage in first quarter 2002 reflects the fact that net sales for
the  quarter  decreased  33.0%  compared  to the same  period  last year,  while
selling,  general and  administrative  expenses only decreased 10.7% compared to
first quarter 2001. The decrease in selling, general and administrative expenses
during first  quarter 2002 compared to the same period last year is explained by
a decrease in sales  commissions and shipping costs,  and a decrease of $160,000
in bad debt expense,  that were  partially  offset by an increase of $260,000 in
legal and other professional fees.

Other Income (Expense)

Other expense,  net decreased to $57,000 in first quarter 2002 from $4.1 million
in first quarter 2001. The decrease was primarily due to cessation of securities
trading activity, the liquidation of our remaining investments in the Nasdaq 100
Trust and the pay off of the outstanding  margin  borrowings prior to the end of
fiscal  year 2001.  In first  quarter  2001,  we  recognized  net losses of $4.0
million in  connection  with our  securities  trading  activities,  and incurred
interest  expense  of  $150,000  on  the  margin  borrowings   related  to  such
activities. Since October 2001, we have held no trading securities in accordance
with our current  investment  policy and had no outstanding  margin  borrowings.
Please see our discussion of trading securities in "Overview" above.

Income (Loss) Before Income Tax Expense (Benefit)

Income  (loss)  before  income taxes  increased to pretax  income of $932,000 in
first quarter 2002 from a pretax loss of ($176,000) in first quarter 2001.  This
increase was  primarily  due to the $4.0  million  decrease in losses on trading
securities, net and the $421,000 decrease in selling, general and administrative
expenses,  partially offset by the $3.4 million decrease in gross profit largely
resulting from the decrease in net sales.

Income Tax Expense (Benefit)

Income tax  expense  (benefit)  increased  to tax  expense of  $328,000 in first
quarter 2002 from a tax benefit of ($62,000) in first quarter 2001. The increase
in income tax  expense  was a result of our return to pre-tax  profitability  in
first  quarter 2002,  while  recording a pre-tax loss during first quarter 2001.
Our effective  tax rate was 35.2% in first  quarter  2002,  compared to 35.0% in
first quarter 2001. Fluctuations in our effective tax rates are due primarily to
the amount and timing of the tax benefits related to our Extraterritorial Income


                                       16
<PAGE>

Exclusion and our foreign sales  corporation,  both of which exempt from federal
income  taxation a portion of the net profit  realized from sales outside of the
United States of products manufactured in the United States.

Net Income (Loss)

Net  income  for  first  quarter  2002 was  $604,000  compared  to a net loss of
($115,000)  for first  quarter 2001.  This  $719,000  increase in net income was
primarily due to the $4.0 million decrease in losses on trading securities,  net
and the  $421,000  decrease in selling,  general  and  administrative  expenses,
partially offset by the $3.4 million decrease in gross profit largely  resulting
from the decrease in net sales, and the $390,000 increase in income tax expense.

Financial Condition

Total assets  decreased  $1.8 million,  or 4.1%, to $41.0 million at January 31,
2002, from $42.8 million at October 31, 2001. This decrease was primarily due to
a $1.3 million decrease in trade accounts  receivable,  net,  resulting from the
decreased sales volume during first quarter 2002 as compared to the three months
ended October 31, 2001, and a $224,000 decrease in inventories, partially offset
by a $452,000 increase in cash and cash equivalents.

Total liabilities  decreased slightly less than $2.4 million, or 15.8%, to $12.6
million at January  31,  2002,  from $14.9  million at October  31,  2001.  This
decrease was due to a $1.7 million  decrease in notes  payable to our bank under
our lines of credit,  and a  $654,000  decrease  in  accounts  payable,  accrued
expenses and accrued compensation and payroll taxes.

Total stockholders'  equity at January 31, 2001 increased  $604,000,  or 2.2% in
first quarter 2002. The increase resulted from net income retained for the three
months ended January 31, 2002.

Liquidity and Capital Resources

Our primarily  capital needs have been to fund working capital  requirements and
capital expenditures.  Our primary source of capital for these purposes has been
cash  provided from  operations  and  borrowings  under our bank lines of credit
described below. The outstanding  balance under our lines of credit totaled $6.6
million at January 31,  2002,  a decrease of $1.7  million from the $8.3 million
balance at October 31, 2001.

Our cash and cash  equivalents  totaled  $2.5  million at January 31,  2002,  an
increase of $452,000  compared to $2.1 million at October 31, 2001. The increase
in cash and cash  equivalents  in first  quarter 2002 was  primarily due to cash
provided by operating  activities  of $1.9 million and $367,000  provided by the
receipt of the cash  surrender  value of a life  insurance  policy on Mr. Robert
Kopstein,  a former  officer,  which  was  partially  offset  by  repayments  of
borrowings  under our bank  lines of credit in the  amount of $1.7  million  and
$125,000 in purchases of property and equipment.

On January 31, 2002, we had working capital of $15.4 million,  compared to $14.2
million as of October  31,  2001,  an  increase  of $1.2  million.  The ratio of
current  assets to current  liabilities  as of January 31,  2002,  was 2.3 to 1,
compared to 2.0 to 1 as of October 31, 2001. The increase in working  capital in
first  quarter 2002 was  primarily  caused by a $1.7  million  decrease in notes
payable to our bank under our lines of credit,  a $654,000  decrease in accounts
payable, accrued expenses and accrued compensation and payroll taxes, a $452,000
increase  in cash and  cash  equivalents,  partially  offset  by a $1.3  million
decrease  in  trade  accounts  receivable,  net,  and  a  $224,000  decrease  in
inventories.



                                       17
<PAGE>

Net cash  provided by operating  activities  was $1.9  million in first  quarter
2002,  compared to $1.5  million in first  quarter  2001.  Net cash  provided by
operating  activities  during first  quarter 2002  primarily  resulted from cash
provided  by  operating  income,  a $1.0  million  decrease  in  trade  accounts
receivable,  a $224,000  decrease  in  inventories,  and a $301,000  decrease in
income taxes  refundable,  partially  offset by a total  decrease of $597,000 in
accounts payable,  accrued expenses (including accrued  compensation and payroll
taxes)  and  other  liabilities,  and a total  increase  of  $200,000  in  other
receivables  and prepaid  expenses.  Net cash  provided by operating  activities
during first  quarter 2001  primarily  resulted  from cash provided by operating
income, a $1.2 million increase in the amount payable to an investment broker in
connection with our securities trading activities,  a total of $1.9 million from
a decrease trading securities and from unrealized losses on trading  securities,
and  a  total  increase  of  $921,000  in  accounts  payable,  accrued  expenses
(including  accrued  compensation  and  payroll  taxes)  and other  liabilities,
partially  offset by a $2.6 million  increase in trade  accounts  receivable,  a
$316,000   increase  in  inventories,   a  $818,000  increase  in  income  taxes
refundable,  and a total increase of $162,000 in other  receivables  and prepaid
expenses. We have entered into written agreements to purchase raw optical fiber.
These commitments  total $12.2 million,  $14.1 million,  $8.6 million,  and $1.2
million in fiscal years 2002, 2003, 2004 and 2005, respectively.

Net cash  provided by investing  activities  totaled  $242,000 in first  quarter
2002,  compared to net cash used in  investing  activities  of $653,000 in first
quarter 2001.  Net cash generated in investing  activities  during first quarter
2002  primarily  resulted  from  $367,000  provided  by the  receipt of the cash
surrender value of a life insurance policy on a former officer, partially offset
by $125,000 in purchases of property and  equipment.  Net cash used in investing
activities  during  first  quarter  2001  primarily  resulted  from  $626,000 in
purchases  of  property  and  equipment,  and a  $27,000  increase  in the  cash
surrender value of the life insurance policy of a former officer.

Net cash used in financing  activities  was $1.7 million in first  quarter 2002,
compared  to $1.3  million in first  quarter  2001.  Net cash used in  financing
activities  in first  quarter 2002 was the result of repayments on notes payable
to our bank under our lines of credit. Net cash used in financing  activities in
first quarter 2001 was primarily  the result of  repurchases  of common stock in
the amount of $1.3 million.

Under a loan  agreement  with our bank dated March 10, 1999, we had a $5 million
secured  revolving  line of credit and a $10 million  secured  revolving line of
credit. The lines of credit are subject to certain restrictive covenants. During
fiscal year 2001, we violated certain restrictive  covenants.  Effective October
30, 2001,  the bank waived our defaults  under the loan  agreement,  amended the
loan  agreement and reduced the $10 million line of credit to $4.5 million for a
maximum  availability  of $9.5 million.  As of January 31, 2002, we had combined
outstanding  borrowings  under  these  lines of  credit  in the  amount  of $6.6
million,  with $2.9  million  unused  and  available.  The lines of credit  bear
interest at 1.50% above the  monthly  LIBOR rate (3.35% as of January 31,  2002)
and are equally and ratably collateralized by our accounts receivable,  contract
rights, inventory,  furniture and fixtures,  machinery and equipment and general
intangibles.  The lines of credit will expire on March 31, 2002, unless they are
further  renewed or extended.  We are currently  negotiating  potential lines of
credit with our bank to replace our  expiring  lines of credit.  We believe that
our cash flow from operations, current cash balances, and the lines of credit we
are working to put in place will be adequate to fund our operations for at least
the next twelve months.  As of the date hereof,  we have no additional  material
sources of  financing.  Although we believe that we will be able to secure lines
of credit  from our  bank,  in the event  that we are  unable to do so,  and our
current lines of credit expire,  we would need to secure  additional  funding to
provide needed  liquidity for our operations.  Any inability to secure necessary
funding could have a material adverse effect on our financial position,  results
of operations and liquidity.

On September 27, 2000,  the Equal  Employment  Opportunity  Commission  ("EEOC")
filed a lawsuit under Title VII of the Civil Rights Act against us in the United
States District Court for the Western District of Virginia.  The lawsuit alleged
a pattern or practice  of  discrimination  on the bases of gender and race.  The
lawsuit sought injunctive and other relief and damages in an unspecified amount.
On December  13,  2001,  the parties  reached an agreement as to the amount of a
settlement (subject to final documentation and judicial review and approval). On
February 20, 2002,  we reached a final  settlement of the case with EEOC and the
court  issued a  Consent  Decree  setting  forth  the  terms of the  settlement.
Pursuant to the  settlement  and Consent  Decree,  we paid  $500,000 on or about
February 20, 2002; and will pay $175,000 in January 2003 and $175,000 in January


                                       18
<PAGE>

2004, to satisfy any gender and race class  claims;  we paid $75,000 on or about
February 20, 2002 to one individual  specifically  named in the  complaint;  and
will spend at least $75,000 for the our planned diversity, recruitment and human
resource  management programs over the term of the Consent Decree. We recorded a
charge in the  fourth  quarter  of fiscal  year 2001 in the  amount of  $901,553
representing  $575,000  (current  portion)  payable  upon  entry of the  Consent
Decree, as well as $326,553 (noncurrent portion)  representing the present value
of two equal  payments  in the amount of  $175,000  payable in January  2003 and
2004. No  additional  charges were recorded in first quarter 2002 as a result of
the settlement.  The $75,000 to be used for our planned  diversity,  recruitment
and human resource management programs will be expensed as incurred.

We were named as a defendant in two lawsuits filed in the United States District
Court for the  Southern  District of New York  seeking to compel us to authorize
our  transfer  agent to  transfer  unregistered,  restricted  stock on our stock
ledger.  The first suit was filed on October 22,  2001,  by Bear,  Stearns & Co.
Inc. and Bear, Stearns Securities  Corporation  (collectively,  "Bear Stearns").
The  second  suit  was  filed on  October  26,  2001,  by UBS  PaineWebber  Inc.
("PaineWebber").  In each case,  PaineWebber and Bear Stearns sought  injunctive
relief  with  respect  to our  common  stock  sold  by  them  in the  course  of
liquidating  either  repossessed  shares or  brokerage  accounts  of Mr.  Robert
Kopstein,  our former Chairman,  President and Chief Executive Officer, to cover
personal  margin loans made by the brokerage firms to Mr.  Kopstein.  Both suits
also  contained  a claim of  monetary  damages  caused by the  alleged  wrongful
refusal by us to authorize the transfers in  connection  with the  liquidations.
Subsequent  to  January  31,  2002,  both  suits  were  dismissed.   PaineWebber
voluntarily dismissed its lawsuit with prejudice, while the Bear Stearns lawsuit
was voluntarily dismissed without prejudice.

The Company,  Mr.  Robert  Kopstein  (our former  Chairman,  President and Chief
Executive  Officer),   and  various  John  Does  (unidentified  officers  and/or
directors of the Company during the class period  described below) were named as
defendants in four  putative  class action  lawsuits  filed in the United States
District  Court for the Western  District of Virginia (the  "Suits").  The first
class action lawsuit was filed on November 26, 2001, by Charles S. Farrell, Jr.,
on behalf of himself and others  similarly  situated.  The second  class  action
lawsuit was filed on December 14, 2001, by Lerner Group, on behalf of itself and
others similarly situated.  The third class action lawsuit was filed on December
27, 2001, by Richard Simone, on behalf of himself and others similarly situated.
The fourth  class action  lawsuit was filed on January 31,  2002,  by Charles H.
Yeatts,  on behalf of himself  and  others  similarly  situated.  In each of the
substantially  similar suits, the plaintiffs purport to represent  purchasers of
the Company's common stock during the period from July 31, 2000, through October
8, 2001 (the putative  class period),  and allege that the  defendants  violated
Sections  10(b) and 20 of the federal  Securities  Exchange Act of 1934 and were
negligent  in making  certain  alleged  misrepresentations  and/or  omitting  to
disclose  material facts. The plaintiffs in each of the Suits seek  compensatory
and exemplary damages in an unspecified  amount, as well as reasonable costs and
expenses incurred in the cause of action,  including  attorneys' fees and expert
fees.  Under the Private  Securities  Litigation  Reform Act of 1995, the United
States  District  Court for the  Western  District  of  Virginia  is required to
appoint an individual shareholder or group of shareholders as lead plaintiff for
the Suits. We anticipate  that the Court will also  consolidate the Suits into a
single action and that the lead plantiff will file a consolidated  amended class
action complaint.

Management  intends  to  vigorously  defend the Suits.  We may,  however,  incur
substantial costs in defending ourselves against the Suits,  regardless of their
merit or  outcome.  At this early stage in the Suits,  management  cannot make a
reasonable  estimate of the  monetary  amount of its  resolution,  or estimate a
range of reasonably possible losses, if any. If we are unsuccessful, we could be
subject to damages  that may be  substantial  and could have a material  adverse
effect on our financial position, results of operations and liquidity.



                                       19
<PAGE>

From time to time,  we are involved in various  other  claims and legal  actions
arising in the ordinary  course of business.  In the opinion of management,  the
ultimate disposition of these matters will not have a material adverse effect on
our financial position, results of operations or liquidity.

Contractual Obligations and Commitments

The  table  below  sets  forth a  summary  of our  contractual  obligations  and
commitments that will impact on our future liquidity:
<TABLE>
<CAPTION>
                                                           Fiscal Years Ending October 31,
Contractual Obligations and
Commitments                             2002              2003             2004           2005              TOTALS
---------------------------             ----              ----             ----           ----              ------
<S>                                  <C>              <C>               <C>             <C>               <C>
Bank Lines of Credit                 $6,563,000       $        -        $       -       $       -         $6,563,000

Long-term Optical Fiber
Supply Agreements                    12,207,000       14,104,000        8,641,000       1,247,000         36,199,000

EEOC Settlement                         575,000          175,000          175,000               -            925,000
                                    -----------      -----------       ----------      ----------        -----------
       Totals                       $19,345,000      $14,279,000       $8,816,000      $1,247,000        $43,687,000
                                    ===========      ===========       ==========      ==========        ===========
</TABLE>

Bank Lines of Credit

Under the terms of our loan agreement dated March 10, 1999, as amended, our $9.5
million lines of credit  expire on March 31, 2002. We are currently  negotiating
potential lines of credit with our bank to replace our expiring lines of credit.
Although we believe  that we will be able to secure new lines of credit from our
bank,  in the  event  that we are  unable  to do so,  we  would  need to  secure
additional funding to provide needed liquidity for our operations.
See further discussion under "Liquidity and Capital Resources."

Long-Term Optical Fiber Supply Agreements

During fiscal year 2001, we entered into separate  long-term  supply  agreements
with two optical fiber suppliers. One agreement expires on December 31, 2003 and
the other on December 31, 2004.  The  aggregate  required  purchases  related to
these agreements  (subject to certain annual price adjustments) during the terms
of the  agreements  are  set  forth  above.  Additionally,  one  of  the  supply
agreements  requires that one-half of all single-mode  fiber  purchases  through
December 31, 2004 above the committed amounts be purchased from that supplier at
market  prices.  We believe that the fiber purchase  commitments  are consistent
with our expected requirements.

Equal Employment Opportunity Commission Settlement

On September 27, 2000,  the Equal  Employment  Opportunity  Commission  ("EEOC")
filed a lawsuit under Title VII of the Civil Rights Act against us in the United
States District Court for the Western District of Virginia.  The lawsuit alleged
a pattern or practice  of  discrimination  on the bases of gender and race.  The
lawsuit sought injunctive and other relief and damages in an unspecified amount.
On December  13,  2001,  the parties  reached an agreement as to the amount of a
settlement (subject to final documentation and judicial review and approval). On

                                       20
<PAGE>

February 20, 2002,  we reached a final  settlement of the case with EEOC and the
court  issued a  Consent  Decree  setting  forth  the  terms of the  settlement.
Pursuant to the  settlement  and Consent  Decree,  we paid  $500,000 on or about
February 20, 2002; and will pay $175,000 in January 2003 and $175,000 in January
2004, to satisfy any gender and race class  claims;  we paid $75,000 on or about
February 20, 2002 to one individual  specifically  named in the  complaint;  and
will spend at least $75,000 for the our planned diversity, recruitment and human
resource  management programs over the term of the Consent Decree. We recorded a
charge in the  fourth  quarter  of fiscal  year 2001 in the  amount of  $901,553
representing  $575,000  (current  portion)  payable  upon  entry of the  Consent
Decree, as well as $326,553 (noncurrent portion)  representing the present value
of two equal  payments  in the amount of  $175,000  payable in January  2003 and
2004. No  additional  charges were recorded in first quarter 2002 as a result of
the settlement.  The $75,000 to be used for our planned  diversity,  recruitment
and human resource management programs will be expensed as incurred,  and is not
reflected in the Contractual Obligations and Commitments table above.

Critical Accounting Policies

Revenue Recognition

Revenue  is  recognized  at the time of  product  shipment  or  delivery  to the
customer,  provided that the customer  takes  ownership and assumes risk of loss
based on shipping  terms.  Net sales  consists of gross sales of products,  less
discounts,  refunds and returns. We estimate sales returns based on our analysis
and judgment of  historical  trends,  identified  returns and the  potential for
additional  returns.  We also provide certain volume  incentives,  discounts and
rebates to certain of our distributors.  Payments of any such volume incentives,
discounts and rebates are reflected in net sales.

Trade Accounts Receivable and Allowance for Doubtful Accounts

In connection with the sale of our products,  we have trade accounts  receivable
outstanding  from our customers at any given time. We review  outstanding  trade
accounts  receivable  at the end of each  quarter,  and  record  allowances  for
doubtful accounts as deemed appropriate for (i) certain individual customers and
(ii) for all other trade accounts receivable in total not specifically reviewed.
In determining the amount of allowance for doubtful  accounts to be recorded for
individual  customers,  we consider  the age of the  receivable,  the  financial
stability of the customer,  discussions that may have been had with the customer
and our judgment as to the overall  collectibility  of the receivable  from that
customer.  In addition,  we establish an allowance for all receivables that have
not been individually reviewed.  This general allowance for doubtful accounts is
based  on a  percentage  of  total  trade  accounts  receivable  with  different
percentages used based on the different age of the receivables.  The percentages
used are based on our historical  experience and our current judgment  regarding
the state of the economy.

Inventories

Inventories of raw materials and production  supplies are stated at the lower of
cost (specific  identification  for optical  fibers and first-in,  first-out for
other raw materials and production  supplies) or market.  Inventories of work in
process  and  finished  goods are stated at average  cost,  which  includes  raw
materials,  direct labor and manufacturing overhead. At the end of each quarter,
we review our  inventories to ensure they are carried at net  realizable  value.
Individual  inventory items are viewed and adjustments are made based on the age
of the inventory and our judgment as to the salability of that inventory.

Long-Lived Assets

Our property and equipment are stated at cost. Depreciation and amortization are
provided for using both  straight-line  and declining  balance  methods over the
estimated useful lives of the assets. We review long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may not be  recoverable.  We have no  significant  intangible  assets
recorded on our balance sheet.

Commitments and Contingencies

Liabilities for loss contingencies  arising from product warranties and defects,
claims,  assessments,  litigation,  fines and  penalties  and other  sources are
recorded  when it is probable  that a liability has been incurred and the amount
of the assessment can be reasonably estimated.  Actual results could differ from
these estimates.

                                       21
<PAGE>

Future Accounting Considerations

In July 2001, the Financial  Accounting Standards Board, also known as the FASB,
issued  Statement of Financial  Accounting  Standards,  referred to as SFAS, No.
141,  BUSINESS  COMBINATIONS,  and SFAS No. 142,  GOODWILL AND OTHER  INTANGIBLE
ASSETS.  SFAS No. 141 requires the use of the purchase  method of accounting for
all  business  combinations.  The  use of  the  pooling-of-interests  method  is
prohibited for business combinations initiated after June 30, 2001. SFAS No. 142
requires  that  goodwill  and  certain  intangible  assets  would no  longer  be
amortized,  but rather be tested for  impairment  annually  or whenever an event
occurs indicating that the assets may be impaired. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001.  Neither standard is expected to
have a material  effect on our  financial  position,  results of  operations  or
liquidity.

In August 2001, the FASB issued SFAS No. 143,  ACCOUNTING  FOR ASSET  RETIREMENT
OBLIGATIONS,  which addresses financial accounting and reporting for obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement  costs. The standard  applies to legal  obligations  associated
with the  retirement  of  long-lived  assets that  result from the  acquisition,
construction, development and (or) normal use of the asset.

SFAS No.  143  requires  that  the  fair  value  of a  liability  for an  assets
retirement  obligation  be recognized in the period in which it is incurred if a
reasonable  estimate of fair value can be made.  The fair value of the liability
is added to the  carrying  amount of the  associated  asset and this  additional
carrying  amount is  depreciated  over the life of the asset.  The  liability is
accreted at the end of each period through charges to operating expense.  If the
obligation is settled for other than the carrying  amount of the  liability,  an
entity would recognize a gain or loss on settlement.

SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. We are
currently  evaluating  the  impact of SFAS No.  143 on our  financial  position,
results of operations and liquidity.

In October 2001, the FASB issued SFAS No. 144,  ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL  OF  LONG-LIVED  ASSETS,   which  addresses  financial  accounting  and
reporting  for the  impairment or disposal of  long-lived  assets.  SFAS No. 144
supersedes SFAS No. 121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR  LONG-LIVED  ASSETS TO BE  DISPOSED  OF;  however,  it  retains  many of the
fundamental provisions of that Statement.

SFAS No. 144 also  supersedes  the  accounting  and reporting  provisions of APB
Opinion No. 30,  REPORTING THE RESULTS OF  OPERATIONS--REPORTING  THE EFFECTS OF
DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY
OCCURRING EVENTS AND TRANSACTIONS,  for the disposal of a segment of a business.
However,  it  retains  the  requirement  in  APB  No.  30 to  report  separately
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale, abandonment,  or in a distribution to
owners) or is classified as held for sale. By  broadening  the  presentation  of
discontinued  operations  to include more  disposal  transactions,  the FASB has
enhanced  management's  ability to  provide  information  that  helps  financial
statement  users to assess the effects of a disposal  transaction on the ongoing
operations of an entity.


                                       22

<PAGE>

SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and
interim periods within those fiscal years. Early application is encouraged.  The
provisions  of SFAS No. 144 generally  are to be applied  prospectively.  We are
currently  evaluating  the  impact of SFAS No.  144 on our  financial  position,
results of operations and liquidity.

As of January 31, 2002, there are no other new accounting  standards issued, but
not yet adopted by us,  which are  expected to be  applicable  to our  financial
position, operating results or financial statement disclosures.


                                       23
<PAGE>

Item 3.     Quantitative and Qualitative Disclosures About Market Risk


             We do not engage in derivative financial  instruments or derivative
             commodity  instruments.  As of  January  31,  2002,  our  financial
             instruments  are not  exposed  to  significant  market  risk due to
             interest rate risk, foreign currency exchange risk, commodity price
             risk or equity price risk.


                                       24
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings.

         On September  27, 2000,  the Equal  Employment  Opportunity  Commission
         ("EEOC")  filed a  lawsuit  under  Title VII of the  Civil  Rights  Act
         against the Company in the United States District Court for the Western
         District  of  Virginia.  The  lawsuit  alleged a pattern or practice of
         discrimination  on the bases of gender  and race.  The  lawsuit  sought
         injunctive  and other relief and damages in an unspecified  amount.  On
         December 13, 2001, the parties reached an agreement as to the amount of
         a settlement  (subject to final  documentation  and judicial review and
         approval). On February 20, 2002, the Company reached a final settlement
         of the case and the court  issued a Consent  Decree  setting  forth the
         terms of the settlement. Pursuant to the settlement and Consent Decree,
         the Company paid $500,000 on or about  February 20, 2002;  and will pay
         $175,000 in January 2003 and $175,000 in January  2004,  to satisfy any
         gender and race class  claims;  the  Company  paid  $75,000 on or about
         February  20,  2002  to  one  individual   specifically  named  in  the
         complaint;  and will spend at least $75,000 for the  Company's  planned
         diversity,  recruitment and human resource management programs over the
         term of the Consent Decree. The Company recorded a charge in the fourth
         quarter  of fiscal  year 2001 in the  amount of  $901,553  representing
         $575,000 (current portion) payable upon entry of the Consent Decree, as
         well as $326,553 (noncurrent portion) representing the present value of
         two equal  payments in the amount of $175,000  payable in January  2003
         and 2004. No additional  charges were recorded in first quarter 2002 as
         a result of the  settlement.  The $75,000 to be used for the  Company's
         planned diversity,  recruitment and human resource  management programs
         will be expensed as incurred.

         The  Company  was named as a  defendant  in two  lawsuits  filed in the
         United  States  District  Court for the  Southern  District of New York
         seeking  to compel the  Company  to  authorize  its  transfer  agent to
         transfer unregistered,  restricted stock on the Company's stock ledger.
         The first suit was filed on October 22,  2001,  by Bear,  Stearns & Co.
         Inc. and Bear,  Stearns  Securities  Corporation  (collectively,  "Bear
         Stearns").  The  second  suit was filed on  October  26,  2001,  by UBS
         PaineWebber Inc.  ("PaineWebber").  In each case,  PaineWebber and Bear
         Stearns  sought  injunctive  relief with respect to common stock of the
         Company sold by them in the course of  liquidating  either  repossessed
         shares  or  brokerage   accounts  of  the  Company's  former  Chairman,
         President and Chief Executive  Officer,  to cover personal margin loans
         made by the brokerage  firms to him. Both suits also  contained a claim
         of  monetary  damages  caused by the  alleged  wrongful  refusal by the
         Company to authorize the transfers in connection with the liquidations.
         Subsequent to January 31, 2002, both suits were dismissed.  PaineWebber
         voluntarily  dismissed  its  lawsuit  with  prejudice,  while  the Bear
         Stearns lawsuit was voluntarily dismissed without prejudice.

         The Company,  Mr. Robert Kopstein (our former  Chairman,  President and
         Chief Executive Officer),  and various John Does (unidentified officers
         and/or  directors  of the  Company  during the class  period  described
         below) were named as defendants in four putative class action  lawsuits
         filed in the United States  District Court for the Western  District of
         Virginia  (the  "Suits").  The first class action  lawsuit was filed on
         November 26, 2001, by Charles S. Farrell, Jr., on behalf of himself and
         others similarly situated. The second class action lawsuit was filed on
         December 14, 2001, by Lerner Group, on behalf of itself and others

                                       25
<PAGE>
         similarly  situated.  The  third  class  action  lawsuit  was  filed on
         December 27, 2001, by Richard  Simone,  on behalf of himself and others
         similarly  situated.  The  fourth  class  action  lawsuit  was filed on
         January 31, 2002, by Charles H. Yeatts, on behalf of himself and others
         similarly  situated.  In each of the  substantially  similar suits, the
         plaintiffs  purport to represent  purchasers  of the  Company's  common
         stock  during the period from July 31,  2000,  through  October 8, 2001
         (the putative  class period),  and allege that the defendants  violated
         Sections  10(b) and 20 of the federal  Securities  Exchange Act of 1934
         and were negligent in making certain alleged  misrepresentations and/or
         omitting to disclose  material  facts.  The  plaintiffs  in each of the
         Suits seek compensatory and exemplary damages in an unspecified amount,
         as well as  reasonable  costs  and  expenses  incurred  in the cause of
         action,  including  attorneys' fees and expert fees.  Under the Private
         Securities  Litigation  Reform Act of 1995, the United States  District
         Court for the  Western  District  of Virginia is required to appoint an
         individual  shareholder or group of  shareholders as lead plaintiff for
         the Suits. We anticipate that the Court will also consolidate the Suits
         into  a  single   action  and  that  the  lead  plantiff  will  file  a
         consolidtaed amended class action complaint.

         Management  intends to  vigorously  defend the Suits.  The Company may,
         however, incur substantial costs in defending the Suits,  regardless of
         their  merit or outcome.  At this early stage in the Suits,  management
         cannot  make a  reasonable  estimate  of the  monetary  amount of their
         resolution,  or estimate a range of reasonably possible losses, if any.
         If we are  unsuccessful,  we could be subject  to  damages  that may be
         substantial  and could have a material  adverse effect on our financial
         position, results of operations and liquidity.

         From time to time,  the Company is involved in various other claims and
         legal  actions  arising  in the  ordinary  course of  business.  In the
         opinion of management,  the ultimate  disposition of these matters will
         not have a material adverse effect on the Company's financial position,
         results of operations or liquidity.

Item 2. Changes in Securities and Use of Proceeds.

         On November 2, 2001,  the Board of Directors  of the Company  adopted a
         new Shareholder Rights Plan (the "Rights Plan") and declared a dividend
         of one preferred  share purchase right (a "Right") on each  outstanding
         share of common stock.  Under the terms of the Rights Plan, if a person
         or group acquires 15% (or other applicable  percentage,  as provided in
         the Rights Plan) or more of the  outstanding  common stock,  each Right
         will  entitle  its holder  (other  than such  person or members of such
         group) to  purchase,  at the Right's  then current  exercise  price,  a
         number of shares of common  stock  having a market  value of twice such
         price.  In  addition,  if the  Company is acquired in a merger or other
         business  transaction  after  a  person  or  group  has  acquired  such
         percentage of the outstanding common stock, each Right will entitle its
         holder  (other than such person or members of such group) to  purchase,
         at the Right's then current  exercise  price, a number of the acquiring
         company's common shares having a market value of twice such price.

         Upon the  occurrence  of certain  events,  each Right will  entitle its
         holder  to  buy  one  one-thousandth  of a  Series  A  preferred  share
         ("Preferred   Share"),   at  an  exercise  price  of  $25,  subject  to
         adjustment. Each Preferred Share will entitle its holder to 1,000 votes
         and will have an aggregate  dividend rate of 1,000 times the amount, if
         any,  paid to  holders  of common  stock.  The  Rights  will  expire on
         November 2, 2011,  unless the date is extended or unless the Rights are
         earlier  redeemed or  exchanged at the option of the board of directors
         for $.0001  per Right.  Generally,  each share of common  stock  issued
         after  November 5, 2001 will have one Right  attached.  The adoption of
         the Rights Plan has no impact on the  financial  position or results of
         operations  of the  Company.  The Company has  reserved  100,000 of its
         authorized preferred stock for issuance upon exercise of the Rights.

Item 5.    Other Information.

         In February 2002, our Board  appointed Craig H. Weber to serve as a new
         member of the Board.

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, 2002:

                  Exhibit  3.1     Amended    and    Restated     Articles    of
                  Incorporation  (incorporated  by reference to Exhibit 1 to the
                  Company's  Form 8-A filed with the  Commission  on November 5,
                  2001).

                  Exhibit 3.2      Bylaws  of  Optical  Cable  Corporation,   as
                  amended  (filed  as  Exhibit  3.2 to the  Registrant's  Annual
                  Report on Form 10-K for the fiscal year ended October 31, 1997
                  (file number 0-37022), and incorporated herein by reference)).



                                       26
<PAGE>

                  Exhibit 4.1      Form of  certificate  representing  preferred
                  share purchase right (filed as Exhibit 5 to the Company's Form
                  8-A  filed  with  the  Commission  on  November  5,  2001  and
                  incorporated by reference herein).

(b)      Reports on Form 8-K filed during the three months ended January 31,
         2002:

                  Form 8-K dated December 7, 2002, reporting under Item 5.

                  Form 8-K dated December 10, 2002, reporting under Item 5.


                                       27
<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 18, 2002          /s/ Neil D. Wilkin, Jr.
                              --------------------------------------------------
                              Neil D. Wilkin, Jr.
                              Acting-President, Senior Vice President and
                                Chief Financial Officer
                              (principal executive officer, principal financial
                                and accounting officer)



                                       28