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 July 31, 1999

                                       OR

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

         For the transition period from _____________ to ______________

                         Commission file number 0-27022

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

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

                              5290 CONCOURSE DRIVE
                             ROANOKE, VIRGINIA 24019
          (Address of principal executive offices, including zip code)

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X  No    (2) Yes X  No
       ---   ---        ---   ---

     As of  September  9, 1999,  37,508,136  shares of the  registrant's  Common
Stock, no par value, were outstanding.  Of these outstanding shares,  36,000,000
shares were held by Robert Kopstein,  Chairman of the Board, President and Chief
Executive Officer of the registrant.


<PAGE>

PART I. FINANCIAL INFORMATION

        ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                ------
            Condensed Balance Sheets - July 31, 1999 and October 31,
            <S>                                                                  <C>
              1998................................................................2

            Condensed Statements of Income - Three Months and Nine
              Months Ended July 31, 1999 and 1998.................................3

            Condensed Statement of Changes in Stockholders' Equity -
              Nine Months Ended July 31, 1999.....................................4

            Condensed Statements of Cash Flows - Nine Months Ended
              July 31, 1999 and 1998..............................................5

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

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

PART II.      OTHER INFORMATION

        ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................15

</TABLE>

<PAGE>


                                       PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                                         OPTICAL CABLE CORPORATION
                                         CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                                    JULY 31,            OCTOBER 31,
                                                                                                      1999                 1998
                                                                                                 ----------------     --------------
                           ASSETS                                                                  (Unaudited)
<S>                                                                                                <C>                   <C>
Current assets:
    Cash and cash equivalents                                                                      $ 5,010,866           $ 1,122,277
    Trade accounts receivable, net of allowance for doubtful
      accounts of $294,500 and $311,500                                                              9,631,655            10,012,699
    Other receivables                                                                                  314,865               295,199
    Due from employees                                                                                   9,734                 5,589
    Inventories                                                                                      8,380,239             9,967,012
    Prepaid expenses                                                                                   153,276                95,766
    Deferred income taxes                                                                              130,530               212,738
                                                                                                   -----------           -----------
        Total current assets                                                                        23,631,165            21,711,280

Property and equipment, net                                                                         10,707,154            11,083,921
Other assets, net                                                                                      192,579                33,950
                                                                                                   -----------           -----------
        Total assets                                                                               $34,530,898           $32,829,151
                                                                                                   ===========           ===========


           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                                          $ 2,945,713           $ 1,952,360
    Income taxes payable                                                                               188,094               111,449
    Accrued compensation and payroll taxes                                                             541,847               656,028
                                                                                                   -----------           -----------
           Total current liabilities                                                                 3,675,654             2,719,837

Deferred income taxes                                                                                  197,004               118,121
                                                                                                   -----------           -----------
           Total liabilities                                                                         3,872,658             2,837,958
                                                                                                   -----------           -----------

Stockholders' equity:
    Preferred stock, no par value, authorized 1,000,000 shares;
      none issued and outstanding                                                                           --                   --
    Common stock, no par value, authorized 100,000,000 shares;
      issued and outstanding 37,503,586 shares and 37,879,036
      shares                                                                                         5,039,048             9,786,281
    Paid-in capital                                                                                    336,494               150,359
    Retained earnings                                                                               25,282,698            20,054,553
                                                                                                   -----------           -----------
           Total stockholders' equity                                                               30,658,240            29,991,193

Commitments and contingencies
                                                                                                   -----------           -----------
           Total liabilities and stockholders' equity                                              $34,530,898           $32,829,151
                                                                                                   ===========           ===========

</TABLE>

      See accompanying condensed notes to condensed financial statements.

                                       2
<PAGE>


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


                                                                     THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                                          JULY 31,                               JULY 31,
                                                           ----------------------------------     ----------------------------------
                                                                1999               1998                1999               1998
                                                           ---------------    ---------------     ---------------    ---------------
<S>                                                        <C>                 <C>                 <C>                 <C>
Net sales                                                  $ 12,602,659        $ 13,727,433        $ 35,879,331        $ 37,289,648
Cost of goods sold                                            7,178,532           8,056,752          20,022,465          21,473,444
                                                           ------------        ------------        ------------        ------------
       Gross profit                                           5,424,127           5,670,681          15,856,866          15,816,204

Selling, general and administrative
    expenses                                                  2,535,414           2,602,800           7,742,384           7,330,234
                                                           ------------        ------------        ------------        ------------
       Income from operations                                 2,888,713           3,067,881           8,114,482           8,485,970
                                                           ------------        ------------        ------------        ------------

Other income (expense):
    Interest income                                              45,467               6,185             132,731              46,749
    Interest expense                                                 --                (122)                 --                (317)
    Other, net                                                  (35,011)             (1,167)            (38,116)             (4,311)
                                                           ------------        ------------        ------------        ------------
       Other income, net                                         10,456               4,896              94,615              42,121
                                                           ------------        ------------        ------------        ------------
       Income before income tax
          expense                                             2,899,169           3,072,777           8,209,097           8,528,091

Income tax expense                                            1,082,586           1,081,403           2,980,952           3,001,297
                                                           ------------        ------------        ------------        ------------
       Net income                                          $  1,816,583        $  1,991,374        $  5,228,145        $  5,526,794
                                                           ============        ============        ============        ============


Net income per share -
    Net income per common share                            $      0.048        $      0.052        $      0.139        $      0.144
                                                           ============        ============        ============        ============

    Net income per common share -
       assuming dilution                                   $      0.048        $      0.052        $      0.138        $      0.143
                                                           ============        ============        ============        ============

</TABLE>


      See accompanying condensed notes to condensed financial statements.

                                       3
<PAGE>




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


<TABLE>
<CAPTION>

                                                       NINE MONTHS ENDED JULY 31, 1999
                                  ------------------------------------------------------------------
                                       COMMON STOCK                                       TOTAL
                                  -----------------------      PAID-IN     RETAINED    STOCKHOLDERS'
                                  SHARES           AMOUNT      CAPITAL     EARNINGS        EQUITY
                                  ------           ------      -------     --------        ------

<S>                              <C>           <C>            <C>        <C>           <C>
Balances at October 31, 1998     37,879,036    $ 9,786,281    $150,359   $20,054,553   $ 29,991,193

Net income                               --             --          --     5,228,145      5,228,145
Exercise of employee stock
    options ($2.50 per share)        78,950        197,375          --            --        197,375
Tax benefit of disqualifying
    dispositions of stock
    options exercised                    --             --     186,135            --        186,135
Repurchase of common stock
   (at cost)                       (454,400)    (4,944,608)         --            --     (4,944,608)
                                 ----------    -----------    --------   -----------   ------------
Balances at July 31, 1999        37,503,586    $ 5,039,048    $336,494   $25,282,698   $ 30,658,240
                                 ==========    ===========    ========   ===========   ============

</TABLE>

      See accompanying condensed notes to condensed financial statements.

                                       4
<PAGE>

                            OPTICAL CABLE CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                         NINE MONTHS ENDED
                                                                                             JULY 31,
                                                                                ----------------------------------
                                                                                      1999                1998
                                                                                      ----                ----
<S>                                                                                <C>               <C>
Cash flows from operating activities:
    Net income                                                                     $ 5,228,145       $ 5,526,794
    Adjustments  to  reconcile  net  income to net cash  provided  by
     operating activities:
        Depreciation and  amortization                                                 599,818           576,989
        Bad debt expense                                                                14,802            45,402
        Deferred income taxes                                                          161,091           (51,453)
        (Increase) decrease in:
           Trade accounts receivable                                                   366,242          (851,869)
           Other receivables                                                           (19,666)          383,299
           Due from employees                                                           (4,145)           (2,605)
           Inventories                                                               1,586,773            (2,074)
           Prepaid expenses                                                            (57,510)          (32,409)
        Increase (decrease) in:
           Accounts payable and accrued expenses                                       993,353           852,204
           Income taxes payable                                                        262,780           (58,840)
           Accrued compensation and payroll taxes                                     (114,181)         (230,450)
                                                                                   -----------       -----------
              Net cash provided by operating activities                              9,017,502         6,154,988
                                                                                   -----------       -----------

Cash flows from investing activities:
    Purchase of property and equipment                                                (210,298)         (562,504)
    Cash surrender value of life insurance,                                           (171,382)               --
                                                                                   -----------       -----------
              Net cash used in investing activities                                   (381,680)         (562,504)
                                                                                   -----------       -----------

Cash flows from financing activities:
    Net change in notes payable                                                             --           405,000
    Repurchase of common stock                                                      (4,944,608)       (6,781,824)
    Proceeds from exercise of employee stock options                                   197,375           194,625
                                                                                   -----------       -----------
              Net cash used in financing activities                                 (4,747,233)       (6,182,199)
                                                                                   -----------       -----------
              Net increase (decrease) in cash and cash equivalents                   3,888,589          (589,715)

Cash and cash equivalents at beginning of period                                     1,122,277           985,807
                                                                                   -----------       -----------
Cash and cash equivalents at end of period                                         $ 5,010,866       $   396,092
                                                                                   ===========       ===========
</TABLE>

      See accompanying condensed notes to condensed financial statements.

                                       5

<PAGE>


                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
                         NINE MONTHS ENDED JULY 31, 1999
                                   (Unaudited)

(1)      GENERAL

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim  financial  reporting  information and the  instructions to
         Form 10-Q and Article 10 of Regulation  S-X.  Accordingly,  they do not
         include all of the information and notes required by generally accepted
         accounting principles for complete financial statements. In the opinion
         of management, all material adjustments (consisting of normal recurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included. Operating results for the nine months ended July 31, 1999 are
         not necessarily  indicative of the results that may be expected for the
         fiscal year ending October 31, 1999. The unaudited  condensed financial
         statements and condensed  notes are presented as permitted by Form 10-Q
         and do not contain certain information included in the Company's annual
         financial statements and notes. For further  information,  refer to the
         financial statements and notes thereto included in the Company's annual
         report on Form 10-K for the fiscal year ended October 31, 1998.


(2)      INVENTORIES

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


                                                     JULY 31,       OCTOBER 31,
                                                       1999            1998
                                                     --------      -----------
         Finished goods                            $4,025,237      $4,152,094
         Work in process                            1,678,286       1,896,858
         Raw materials                              2,610,741       3,873,824
         Production supplies                           65,975          44,236
                                                   ----------      ----------
                                                   $8,380,239      $9,967,012
                                                   ==========      ==========


(3)      NOTES PAYABLE

         Under a loan  agreement with its bank dated March 10, 1999, the Company
         has a $5 million  secured  revolving  line of credit and a $10  million
         secured revolving line of credit.  The Company's  intention is that the
         $5  million  line of  credit be  available  to fund  general  corporate
         purposes  and that the $10 million  line of credit be available to fund
         potential  acquisitions  and  joint ventures.  The lines of credit bear
         interest at 1.50 percent  above the monthly  LIBOR rate and are equally
         and ratably  secured by the  Company's  accounts  receivable,  contract
         rights, inventory,  furniture and fixtures, machinery and equipment and
         general  intangibles.  The lines of credit will expire on February  28,
         2001, unless renewed or extended.
                                                                     (Continued)

                                       6
<PAGE>

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

(4)      STOCKHOLDERS' EQUITY

         During the nine months  ended July 31,  1999,  the Company  repurchased
         454,400 shares of its common stock for $4,944,608.

(5)      NET INCOME PER SHARE

         Net  income per common  share  excludes  dilution  and is  computed  by
         dividing  net income by the  weighted-average  number of common  shares
         outstanding  for the  period.  Net income  per common  share - assuming
         dilution reflects the potential dilution that could occur if securities
         or other  contracts to issue  common stock were  exercised or converted
         into common stock or resulted in the issuance of common stock that then
         shared  in  the  net  income  of  the  entity.   The   following  is  a
         reconciliation of the numerators and denominators of the net income per
         common share computations for the periods presented:


<TABLE>
<CAPTION>
                                                             NET INCOME         SHARES       PER SHARE
THREE MONTHS ENDED JULY 31, 1999                            (NUMERATOR)      (DENOMINATOR)     AMOUNT
--------------------------------                            ------------     -------------     ------
<S>                                                          <C>               <C>             <C>
Net income per common share                                  $1,816,583        37,740,010      $0.048
Effect of dilutive stock options                                     --           249,351      ======
                                                             ----------        ----------
Net income per common share - assuming dilution              $1,816,583        37,989,361      $0.048
                                                             ==========        ==========      ======

THREE MONTHS ENDED JULY 31, 1998
--------------------------------

Net income per common share                                  $1,991,374        38,208,593      $0.052
Effect of dilutive stock options                                     --           258,690      ======
                                                             ----------        ----------
Net income per common share - assuming dilution              $1,991,374        38,467,283      $0.052
                                                             ==========        ==========      ======
NINE MONTHS ENDED JULY 31, 1999
--------------------------------
Net income per common share                                  $5,228,145        37,740,010      $0.139
Effect of dilutive stock options                                     --           249,351      ======
                                                             ----------        ----------
Net income per common share - assuming dilution              $5,228,145        37,989,361      $0.138
                                                             ==========        ==========      ======
NINE MONTHS ENDED JULY 31, 1998
--------------------------------
Net income per common share                                  $5,526,794        38,388,822      $0.144
Effect of dilutive stock options                                     --           289,737      ======
                                                             ----------        ----------
Net income per common share - assuming dilution              $5,526,794        38,678,559      $0.143
                                                             ==========        ==========      ======

                                                                                           (Continued)
</TABLE>

                                       7
<PAGE>



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

         Stock options that could potentially dilute net income per common share
         in the future that were not included in the  computation  of net income
         per common share - assuming  dilution  because to do so would have been
         antidilutive  for the periods  presented  totaled 229,500 for the three
         months and nine months ended July 31, 1998. No such antidilutive  stock
         options  existed  with  respect to the net  income  per common  share -
         assuming  dilution  calculation  for the three  months and nine  months
         ended July 31, 1999.


                                       8
<PAGE>


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

RESULTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 1999 AND 1998

Net Sales

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns.  Net sales decreased 8.2 percent to $12.6 million in third quarter 1999
from $13.7  million for the same period in 1998.  This  decrease  was  primarily
attributable to reduced selling price and decreased  volume.  Total cable meters
shipped in third  quarter 1999  decreased  1.1 percent to 42.9 million from 43.4
million cable meters shipped for the same period in 1998. This decrease in cable
meters shipped was a result of a 1.2 million decrease in multi mode cable meters
shipped offset by a 726,000 increase in single mode cable meters shipped.  Multi
mode cable generally has a higher selling price than single mode cable.

Gross Profit Margin

Cost of goods sold  consists of the cost of  materials,  compensation  costs and
overhead related to the Company's manufacturing operations.  The Company's gross
profit  margin  (gross  profit as a percentage  of net sales)  increased to 43.0
percent in third  quarter 1999 from 41.3  percent in third  quarter  1998.  This
increase  was  primarily  due to reduced  raw fiber  prices and the ratio of net
sales attributable to the Company's distributors during the period. During third
quarter 1999, net sales to  distributors  approximated  69.0 percent versus 64.0
percent for the same  period in 1998.  During  third  quarter  1999,  sales from
orders  $50,000 or more  approximated  9.1 percent  compared to 18.0 percent for
third quarter 1998.  Discounts on large orders and on sales to distributors  are
generally greater than for sales to the Company's other customer base.

Selling, General and Administrative Expenses

Selling,  general and administrative  expenses consist of the compensation costs
(including  sales  commissions)  for  sales  and  marketing  personnel,   travel
expenses,  customer  support  expenses,  trade show expenses,  advertising,  the
compensation cost for administration,  finance and general management personnel,
as well as legal  and  accounting  fees.  Selling,  general  and  administrative
expenses as a percentage  of net sales were 20.1  percent in third  quarter 1999
compared  to  19.0  percent  in  third  quarter  1998.   Selling,   general  and
administrative  expenses as a  percentage  of net sales  increased  largely as a
result of decreased net sales coupled with increased marketing efforts.

Income Before Income Tax Expense

Income before  income tax expense  decreased 0.6 percent to $2.9 million for the
three months  ended July 31, 1999  compared to $3.1 million for the three months
ended July 31, 1998.  This was  primarily  due to a decrease in sales  partially
offset by an increase in gross profit margin and a decrease in selling,  general
and administrative expenses.

Income Tax Expense

Income tax expense approximated $1.1 million for the three months ended July 31,
1999 and 1998.  The  Company's  effective  tax rate was 37.3 percent  during the
three months ended July 31, 1999 compared to 35.2 percent for the same period in
1998.
                                                                     (Continued)
                                        9
<PAGE>

Net Income

Net income for third  quarter 1999 was 1.8 million  compared to $2.0 million for
third  quarter  1998.  Despite a  decrease  in net sales,  net  income  remained
comparable  largely due to an improved gross profit margin,  partially offset by
increases in selling, general and administrative expenses as a percentage of net
sales.


NINE MONTHS ENDED JULY 31, 1999 AND 1998

Net Sales

          Net sales consists of gross sales of products, less discounts, refunds
and  returns.  Net sales  decreased  3.4  percent to $35.9  million for the nine
months ended July 31, 1999 from $37.3 million for the same period in 1998.  This
slight decrease was primarily attributable to reduced selling price and a change
in product mix. Total cable meters shipped during the nine months ended July 31,
1999  increased  4.2 percent to 117.7  million from 112.9  million  cable meters
shipped for the same period in 1998. This increase in cable meters shipped was a
result of a 634,000  increase  in multi  mode  cable  meters  shipped  and a 5.4
million increase in single mode cable meters shipped. Multi mode cable generally
has a higher selling price then single mode cable.

Gross Profit Margin

Cost of goods sold  consists of the cost of  materials,  compensation  costs and
overhead related to the Company's manufacturing operations.  The Company's gross
profit  margin  (gross  profit as a percentage  of net sales)  increased to 44.2
percent for the nine months  ended July 31, 1999 from 42.4  percent for the nine
months  ended July 31, 1998.  This  increase was due to reduced raw fiber prices
partially  offset by an increase in the ratio of net sales  attributable  to the
Company's distributors during the period as compared to total net sales. For the
nine months ended July 31, 1999,  net sales to  distributors  approximated  62.2
percent versus 57.0 percent for the same period in 1998.  During the nine months
ended July 31, 1999, sales from orders $50,000 or more approximated 14.0 percent
compared to 18.0 percent for the nine months  ended July 31, 1998.  Discounts on
large orders and on sales to distributors  are generally  greater than for sales
to the rest of the Company's customer base.

Selling, General and Administrative Expenses

Selling,  general and administrative  expenses consist of the compensation costs
(including  sales  commissions)  for  sales  and  marketing  personnel,   travel
expenses,  customer  support  expenses,  trade show expenses,  advertising,  the
compensation cost for administration,  finance and general management personnel,
as well as legal  and  accounting  fees.  Selling,  general  and  administrative
expenses  as a  percentage  of net sales were 21.6  percent  for the nine months
ended July 31, 1999  compared to 19.7 percent for the nine months ended July 31,
1998.  This  higher  percentage  reflects  the fact  that net sales for the nine
months ended July 31, 1999 decreased 3.4 percent  compared to the same period in
1998, while selling,  general and administrative expenses increased 5.6 percent,
due to increased marketing efforts.

Income Before Income Tax Expense

Income before  income tax expense  decreased 3.7 percent to $8.2 million for the
nine  months  ended July 31, 1999  compared to $8.5  million for the nine months
ended July 31, 1998.  This was primarily due to increased  selling,  general and
administrative expenses offset by the increased gross profit margin.

                                                                     (Continued)
                                       10
<PAGE>

Income Tax Expense

Income tax expense  approximated $3.0 million for the nine months ended July 31,
1999 and 1998. The Company's effective tax rate was 36.3 percent during the nine
months  ended July 31, 1999 as  compared to 35.2  percent for the same period in
1998.

Net Income

Net income for the nine months ended July 31, 1999 was $5.2 million  compared to
$5.5  million  for the nine months  ended July 31,  1998.  Net income  decreased
$299,000  due to the  decrease  in net sales of $1.4  million and an increase in
selling, general and administrative expenses,  partially offset by the increased
gross profit margin.


FINANCIAL CONDITION

Total assets at July 31, 1999 were $34.5  million,  an increase of $1.7 million,
or 5.2 percent from  October 31, 1998.  This  increase was  primarily  due to an
increase of $3.9  million in cash and cash  equivalents,  offset by decreases in
inventories of $1.6 million and trade accounts receivable of $381,000.

Total stockholders'  equity at July 31, 1999 increased $667,000,  or 2.2 percent
from  October  31,  1998  with net  income  retained,  offset  primarily  by the
repurchase  of common stock in the amount of $4.9  million,  accounting  for the
increase.


LIQUIDITY AND CAPITAL RESOURCES

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

Under a loan  agreement with its bank dated March 10, 1999, the Company has a $5
million  secured  revolving line of credit and a $10 million  secured  revolving
line of credit. The Company's intention is that the $5 million line of credit be
available  to fund general  corporate  purposes and that the $10 million line of
credit be available to fund potential acquisitions and joint ventures. The lines
of credit bear  interest at 1.50  percent  above the monthly  LIBOR rate and are
equally and  ratably  secured by the  Company's  accounts  receivable,  contract
rights, inventory,  furniture and fixtures,  machinery and equipment and general
intangibles.  The lines of credit  will  expire on  February  28,  2001,  unless
renewed or  extended.  As of the date  hereof,  the  Company  has no  additional
material  sources of  financing.  The Company  believes  that its cash flow from
operations and available lines of credit will be adequate to fund its operations
for at least the next twelve months.

Cash flows from operations were  approximately  $9.0 million for the nine months
ended July 31, 1999  compared to $6.2 million for the nine months ended July 31,
1998.  Cash flows from  operations  for the nine months ended July 31, 1999 were
primarily provided by net income, a decrease in inventory of $1.6 million and an
increase in accounts payable and accrued expenses of $1.0 million.  For the nine
months ended July 31, 1998, cash flows from  operations were primarily  provided
by net income and an  increase  in  accounts  payable  and  accrued  expenses of
$852,000.

For the nine months ended July 31, 1999,  net cash used in investing  activities
was for  expenditures  related to  facilities  and  equipment  of  $210,000  and
increase  in  cash  surrender  value   of   life   insurance  of  $171,000.  For

                                                                     (Continued)
                                       11
<PAGE>

the nine months ended July 31, 1998,  net cash used in investing  activities was
for  expenditures  related to facilities  and equipment and was $563,000.  As of
July 31,  1999,  there  were no  material  commitments  for  additional  capital
expenditures.

Net cash used in financing  activities was $4.7 million and $6.2 million for the
nine  months  ended July 31, 1999 and 1998,  respectively.  The net cash used in
financing  activities  is  primarily  related  to  the  Company's  common  stock
repurchase program.

During the period from October 31, 1998  through July 31, 1999,  the Company has
repurchased approximately $4.9 million of the Company's common stock in the open
market or in privately  negotiated  transactions.  The  repurchases  were funded
through  cash flows from  operating  activities.  The  Company  has  repurchased
approximately  $13.6 million of the Company's common stock in such  transactions
since the inception of the share repurchase program in October 1997. The Company
intends to use excess  working  capital  and other  sources  as  appropriate  to
finance the remaining share repurchase program.


DERIVATIVES

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


YEAR 2000

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

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

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

                                                                     (Continued)
                                       12
<PAGE>

The Company has completed its  assessment of potential  Year 2000 problems which
may arise from  failures of third  parties to be Year 2000  compliant.  However,
many of the  Company's  suppliers  and  customers are still engaged in executing
their Year 2000  readiness  efforts and, as a result,  the Company  cannot fully
evaluate the Year 2000 risks to its supply chain and its  distribution  channels
at this time. The Company's  assessment efforts included sending  questionnaires
to major third party suppliers and reviewing  responses,  and taking other steps
to assess risks as deemed appropriate.

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

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

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


NEW ACCOUNTING STANDARDS

SFAS No. 131

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

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

                                                                     (Continued)
                                       13

<PAGE>


FORWARD LOOKING INFORMATION

This Form 10-Q may  contain  certain  "forward-looking"  information  within the
meaning of the federal  securities  laws. The  forward-looking  information  may
include,  among other  information,  (i)  statements  concerning  the  Company's
outlook  for  the  future,  (ii)  statements  of  belief,  (iii)  future  plans,
strategies or anticipated  events,  and (iv) similar  information and statements
concerning   matters  that  are  not  historical  facts.  Such   forward-looking
information is subject to risks and  uncertainties  that may cause actual events
to differ  materially from the  expectations of the Company.  Factors that could
cause or contribute  to such  differences  include,  but are not limited to, the
level of sales to key customers,  actions by  competitors,  fluctuations  in the
price of raw materials  (including optical fiber), the Company's dependence on a
single  manufacturing  facility,  the  ability of the  Company  to  protect  its
proprietary  manufacturing  technology,  the  Company's  dependence on a limited
number of suppliers,  technological  changes and  introductions of new competing
products,  and market and economic conditions in the areas of the world in which
the Company operates or markets its products.


                                       14
<PAGE>


                           PART II. OTHER INFORMATION
<TABLE>
<CAPTION>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

<S>   <C>
(a)   Exhibits required by Item 601 of Regulation S-K for the nine months ended July 31, 1999.

27    Financial Data Schedule.

(b)   Reports on Form 8-K filed during the three months ended July 31, 1999.

      None

</TABLE>


                                       15
<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:  September 14, 1999            /s/ Robert Kopstein
                                     ------------------------------------------
                                     Robert Kopstein
                                     Chairman of the Board, President and
                                       Chief Executive Officer

Date: September 14, 1999             /s/ Kenneth W. Harber
                                     ------------------------------------------
                                     Kenneth W. Harber
                                     Vice President of Finance, Treasurer
                                      and Secretary
                                    (principal financial and accounting officer)



                                       16