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, 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 incorporation                (I.R.S. Employer
              or organization)                              Identification No.)

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

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

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


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

     As of March 12, 1999,  37,899,686 shares of the registrant's  Common Stock,
no par value,  were outstanding.  Of these outstanding  shares 36,000,000 shares
were  held by  Robert  Kopstein,  Chairman  of the  Board,  President  and Chief
Executive Officer of the registrant.

<PAGE>


                            OPTICAL CABLE CORPORATION
                                 FORM 10-Q INDEX
                       THREE MONTHS ENDED JANUARY 31, 1999


<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                <C>
PART I.       FINANCIAL INFORMATION

              ITEM 1.    FINANCIAL STATEMENTS

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

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

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

                         Condensed Statements of Cash Flows - Three Months
                           Ended January 31, 1999 and 1998............................................................5

                         Condensed Notes to Condensed Financial Statements..........................................6-7

              ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS.....................................................8-11

PART II.      OTHER INFORMATION

              ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K............................................................12
</TABLE>

<PAGE>
                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                           OPTICAL CABLE CORPORATION
                            Condensed Balance Sheets
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                          JANUARY 31,   OCTOBER 31,
                                     ASSETS                                  1999          1998
                                                                         -----------   -----------
<S>                                                                      <C>           <C>        
Current assets:
    Cash and cash equivalents                                            $ 5,160,812   $ 1,122,277
    Trade accounts receivable, net of allowance for doubtful
       accounts of $262,500 at January 31, 1999 and $311,500
       at October 31, 1998                                                 8,487,598    10,012,699
    Other receivables                                                        315,451       295,199
    Due from employees                                                         4,639         5,589
    Inventories                                                            9,830,055     9,967,012
    Prepaid expenses                                                         142,566        95,766
    Deferred income taxes                                                    219,826       212,738
                                                                         -----------   -----------
               Total current assets                                       24,160,947    21,711,280

Other assets, net                                                             55,132        33,950
Property and equipment, net                                               10,915,958    11,083,921
                                                                         -----------   -----------
               Total assets                                              $35,132,037   $32,829,151
                                                                         ===========   ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                $ 2,984,341   $ 1,952,360
    Accrued compensation and payroll taxes                                   416,722       656,028
    Income taxes payable                                                     842,097       111,449
                                                                         -----------   -----------
               Total current liabilities                                   4,243,160     2,719,837

Deferred income taxes                                                        158,311       118,121
                                                                         -----------   -----------
               Total liabilities                                           4,401,471     2,837,958
                                                                         -----------   -----------
Stockholders' equity:
    Preferred stock, no par value, authorized 1,000,000 shares;
       none issued and outstanding                                                --            -- 
    Common stock, voting; no par value, authorized 100,000,000
       shares; issued and outstanding 37,825,636 shares at January 31,
       1999 and 37,879,036 shares at October 31, 1998                      9,036,741     9,786,281
    Paid-in capital                                                          191,037       150,359
    Retained earnings                                                     21,502,788    20,054,553
                                                                         -----------   -----------
               Total stockholders' equity                                 30,730,566    29,991,193

Commitments and contingencies
                                                                         -----------   -----------
               Total liabilities and stockholders' equity                $35,132,037   $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
                                                                                   JANUARY 31,
                                                                    ---------------------------------------
                                                                        1999                       1998
                                                                    ------------               ------------
<S>                                                                 <C>                        <C>         

Net sales                                                           $ 10,841,939               $ 11,873,115
Cost of goods sold                                                     6,119,752                  6,804,207
                                                                    ------------               ------------
               Gross profit                                            4,722,187                  5,068,908

Selling, general and administrative expenses                           2,509,772                  2,283,226
                                                                    ------------               ------------
               Income from operations                                  2,212,415                  2,785,682
                                                                    ------------               ------------

Other income (expense):
    Interest income                                                       33,999                     26,609
    Other, net                                                             6,249                     (3,419)
                                                                    ------------               ------------
               Other income, net                                          40,248                     23,190
                                                                    ------------               ------------
               Income before income tax expense                        2,252,663                  2,808,872

Income tax expense                                                       804,428                    985,900
                                                                    ------------               ------------
               Net income                                           $  1,448,235               $  1,822,972
                                                                    ============               ============


Earnings per share:

    Earnings per common share                                       $      0.038               $      0.047
                                                                    ============               ============

    Earnings per common share - assuming
       dilution                                                     $      0.038               $      0.047
                                                                    ============               ============

</TABLE>


      See accompanying condensed notes to condensed financial statements.

                                       3
<PAGE>
                            OPTICAL CABLE CORPORATION
             Condensed Statement of Changes in Stockholders' Equity
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                                       Three Months Ended January 31, 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                                             --                 --                 --         1,448,235         1,448,235
Exercise of employee
    stock options
    ($2.50 per share)                               9,700             24,250                 --                --            24,250
Tax benefit of disqualifying
    disposition of stock
    options exercised                                  --                 --             40,678                --            40,678
Repurchase of common
    stock (at cost)                               (63,100)          (773,790)                --                --          (773,790)
                                             ------------       ------------       ------------      ------------      ------------

Balances at January 31,
    1999                                       37,825,636       $  9,036,741       $    191,037      $ 21,502,788      $ 30,730,566
                                             ============       ============       ============      ============      ============

</TABLE>


      See accompanying condensed notes to condensed financial statements.

                                       4
<PAGE>

                            OPTICAL CABLE CORPORATION
                       Condensed Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                                        THREE MONTHS ENDED
                                                                                                            JANUARY 31,
                                                                                                 -----------------------------------
                                                                                                     1999                   1998
                                                                                                  -----------           -----------
<S>                                                                                               <C>                   <C>        
Cash flows from operating activities:
    Net income                                                                                    $ 1,448,235           $ 1,822,972
    Adjustments to reconcile net income to net cash provided
        by operating activities:
          Depreciation and amortization                                                               211,282               187,385
          Bad debt recovery                                                                           (49,000)              (37,900)
          Deferred income taxes                                                                        33,102               (31,355)
          (Increase) decrease in:
            Trade accounts receivable                                                               1,574,101             1,253,863
            Other receivables                                                                         (20,252)              (35,180)
            Due from employees                                                                            950                (2,925)
            Inventories                                                                               136,957              (334,424)
            Prepaid expenses                                                                          (46,800)               (2,203)
            Other assets, net                                                                         (25,433)
          Increase (decrease) in:
            Accounts payable and accrued expenses                                                   1,033,635               306,637
            Accrued compensation and payroll taxes                                                   (239,306)               (3,710)
            Income taxes payable                                                                      771,326               416,255
                                                                                                  -----------           -----------
               Net cash provided by operating activities                                            4,828,797             3,539,415
                                                                                                  -----------           -----------
Cash flows from investing activities:
    Purchase of property and equipment                                                                (40,722)             (334,309)
                                                                                                  -----------           -----------
               Net cash used in investing activities                                                  (40,722)             (334,309)
                                                                                                  -----------           -----------

Cash flows from financing activities:
    Repurchase of common stock                                                                       (773,790)           (1,701,187)
    Proceeds from exercise of employee stock options                                                   24,250                    -- 
                                                                                                  -----------           -----------
               Net cash used in financing activities                                                 (749,540)           (1,701,187)
                                                                                                  -----------           -----------
               Net increase (decrease) in cash and cash equivalents                                 4,038,535             1,503,919

Cash and cash equivalents at beginning of period                                                    1,122,277               985,807
                                                                                                  -----------           -----------
Cash and cash equivalents at end of period                                                        $ 5,160,812           $ 2,489,726
                                                                                                  ===========           ===========
</TABLE>


       See accompanying condensed notes to condensed financial statements.

                                       5

<PAGE>



                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
                       THREE MONTHS ENDED JANUARY 31, 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 three months ended January 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 January 31,  1999 and  October 31, 1998  consist of the
         following:

                                       JANUARY 31,                OCTOBER 31,
                                          1999                       1998
                                       -----------                -----------
         Finished goods                $ 4,655,743                $ 4,152,094
         Work in process                 2,267,117                  1,896,858
         Raw materials                   2,857,992                  3,873,824
         Production supplies                49,203                     44,236
                                       -----------                -----------
                                       $ 9,830,055                $ 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 available for general
         corporate  purposes  and a $10 million  secured  line of credit to fund
         potential acquisitions,  mergers or joint ventures. The lines of credit
         bear  interest at 1.50  percent  above the  monthly  LIBOR rate and are
         equally  and  ratably  secured by the  Company's  accounts  receivable,
         contract  rights,  inventory,  furniture  and  fixtures,  machinery and
         equipment and general  intangibles.  The lines of credit will expire on
         February 28, 2001, unless renewed or extended.

                                                                     (Continued)

                                       6
<PAGE>

                                                       
                            OPTICAL CABLE CORPORATION
                CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)



(4)      STOCKHOLDERS' EQUITY

         During the three months ended January 31, 1999, the Company repurchased
         63,100 shares of its common stock for $773,790.


(5)      EARNINGS PER SHARE

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


<TABLE>
<CAPTION>
                                                                 NET INCOME             SHARES                PER SHARE
THREE MONTHS ENDED JANUARY 31, 1999                              (NUMERATOR)         (DENOMINATOR)              AMOUNT
-----------------------------------                             ------------         -------------            ----------
<S>                                                               <C>                   <C>                   <C>       
Earnings per common share                                         $1,448,235            37,850,680            $    0.038
                                                                                                              ==========
Effect of dilutive stock options                                          --               301,466
                                                                  ----------            ----------
Earnings per common share - assuming dilution                     $1,448,235            38,152,146            $    0.038
                                                                  ==========            ==========            ==========



THREE MONTHS ENDED JANUARY 31, 1998
-----------------------------------

Earnings per common share                                         $1,822,972            38,607,240            $    0.047
                                                                                                              ==========
Effect of dilutive stock options                                          --               311,728
                                                                  ----------            ----------

Earnings per common share - assuming dilution                     $1,822,972            38,918,968            $    0.047
                                                                  ==========            ==========            ==========
</TABLE>


         Stock options that could  potentially  dilute earnings per common share
         in the future that were not included in the computation of earnings per
         common  share -  assuming  dilution  because  to do so would  have been
         antidilutive  for the periods  presented  totaled 238,500 for the three
         months ended January 31, 1998.

         On March 1, 1999 and  March 2,  1999,  stock  options  totaling  21,500
         shares of common stock were exercised.


                                       7

<PAGE>


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


RESULTS OF OPERATIONS

Three Months Ended January 31, 1999

Net Sales

Net sales  consists  of gross sales of  products,  less  discounts,  refunds and
returns.  Net sales decreased 8.7 percent to $10.8 million in first quarter 1999
from $11.9 million for the same period in 1998.  This decrease was  attributable
to decreased  volume and a change in product mix.  Total cable meters shipped in
first quarter 1999 decreased 1.3 percent to 34.7 million from 35.1 million cable
meters shipped for the same period in 1998. This decline in cable meters shipped
was a result of a 2.8  million  decrease  in multi  mode cable  meters  shipped,
partially  offset by a 2.4 million increase in single mode cable meters shipped.
This change in product mix  contributed  further to the overall decline in sales
because the single mode cable typically has a lower selling price than the multi
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  slightly to
43.6  percent in first  quarter 1999 from 42.7  percent in first  quarter  1998.
During first quarter 1999,  sales from orders  $50,000 or more  approximated  20
percent compared to 18 percent for first quarter 1998. In addition, during first
quarter 1999 and 1998, net sales to distributors  approximated 55 percent and 52
percent,  respectively.  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 23.1  percent in first  quarter 1999
compared to 19.2  percent in first  quarter  1998.  This higher  percentage  was
primarily the result of the fact that net sales for first quarter 1999 decreased
8.7  percent  compared  to  first  quarter  1998,  while  selling,  general  and
administrative   expenses   increased   9.9   percent.   Selling,   general  and
administrative  expenses  increased  largely as a result of increased  marketing
efforts.

Income Before Income Tax Expense

Income before  income tax expense  decreased 2.0 percent to $2.3 million for the
three  months  ended  January  31, 1999  compared to $2.8  million for the three
months ended  January 31, 1998.  This  decrease was  primarily  due to decreased
sales volume and an increase in selling, general and administrative expenses.

Income Tax Expense

Income tax expense  decreased  $182,000 to $804,000  for the three  months ended
January  31, 1999  compared  to $986,000  for the same period in 1998 due to the
decrease in income before income tax expense.  The Company's  effective tax rate
was 35.7 percent during the three months ended January 31, 1999 compared to 35.1
percent for the same period in 1998. 


                                       8
<PAGE>



Net Income

Net income for first quarter 1999 was $1.4 million  compared to $1.8 million for
first quarter 1998. Net income decreased  $374,000 due to the $556,000  decrease
in income before income tax expense  partially  offset by the decrease in income
tax expense of $182,000.


FINANCIAL CONDITION

Total  assets at  January  31,  1999 were $35.1  million,  an  increase  of $2.3
million,  or 7.0 percent from October 31, 1998.  This increase was primarily due
to an increase of $4.0 million in cash and cash equivalents  partially offset by
a decrease  of $1.5  million in trade  accounts  receivable  resulting  from the
decreased sales volume during the quarter as compared to fourth quarter 1998.

Total  stockholders'  equity at January  31,  1999  increased  $739,000 in first
quarter 1999 with net income retained,  offset by the repurchase of common stock
in the amount of $774,000, accounting for the majority of the increase.


LIQUIDITY AND CAPITAL RESOURCES

During the first quarter 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 first quarter of fiscal year 1999.

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

Cash flows from operations were  approximately  $4.8 million and $3.5 million in
first quarter 1999 and 1998,  respectively.  Cash flows from operations in first
quarter 1999 were primarily provided by operating income and a decrease in trade
accounts  receivable  of $1.6 million.  For first quarter 1998,  cash flows from
operations were primarily  provided by operating  income and a decrease in trade
accounts receivable of $1.3 million.

Net cash used in investing activities was for expenditures related to facilities
and  equipment  and was $41,000 and  $334,000  in first  quarter  1999 and 1998,
respectively.  As of January 31,  1999,  there are no material  commitments  for
additional capital expenditures.

Net cash used in  financing  activities  was  $750,000 and $1.7 million in first
quarter 1999 and 1998,  respectively.  The net cash used in financing activities
is primarily related to the Company's common stock repurchase program.



                                       9
<PAGE>

During the period  from  October 1997  through  January  1999,  the  Company has
repurchased  $9.8 million of the Company's common stock in the open market or in
privately  negotiated  transactions.  The  repurchases  were funded through cash
flows from  operating  activities.  The  Company  intends to use excess  working
capital  and other  sources  as  appropriate  to  finance  the  remaining  share
repurchase program.


DERIVATIVES

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


YEAR 2000

The "Year 2000" problem 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  problem.  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 substantially
completed necessary 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  future  remediation  expenditures  with
respect to its  internal  systems to be less than  $50,000.  With respect to the
Company's  internal  systems,  the Company believes it will complete its planned
remediation  and any  testing in time to ensure the Year 2000  problem  will not
have a material adverse affect on the Company or its business.  The Company does
not believe  contingency  plans are necessary  for its internal  systems at this
time.

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

                                       10
<PAGE>


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  No.  131,  Disclosures  about  Segments  of an
Enterprise and Related Information.  SFAS No. 131 establishes  standards for the
way  public  business  enterprises  are to report  information  about  operating
segments in annual financial statements and requires those enterprises to report
selected  information  about  operating  segments in interim  financial  reports
issued to shareholders.  It also establishes  standards for related  disclosures
about products and services, geographic areas and major customers.

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


FORWARD LOOKING INFORMATION

This Form 10-Q may  contain  certain  "forward-looking"  information  within the
meaning of the federal  securities  laws. The  forward-looking  information  may
include,  among other  information,  (i)  statements  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. 


                                       11
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


          (a)  Exhibits  required  by Item 601 of  Regulation  S-K for the three
               months ended January 31, 1999.

               10.6 Loan Agreement,  dated March 10, 1999, between Optical Cable
                    Corporation   and  First  Union  National  Bank  (the  "Loan
                    Agreement").

               10.8 Promissory  Note,  dated March 10,  1999,  issued by Optical
                    Cable Corporation to First Union National Bank in the amount
                    of $5 million in  connection  with the Loan  Agreement,  and
                    Promissory  Note,  dated March 10,  1999,  issued by Optical
                    Cable Corporation to First Union National Bank in the amount
                    of $10 million in connection with the Loan Agreement.

               27   Financial Data Schedule

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

               None.


                                       12
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   OPTICAL CABLE CORPORATION
                                           (Registrant)



Date:  March 17, 1999              /s/Robert Kopstein               
                                   ---------------------------------
                                   Robert Kopstein
                                   Chairman of the Board, President and
                                     Chief Executive Officer



Date:  March 17, 1999              /s/Kenneth W. Harber            
                                   ---------------------------------
                                   Kenneth W. Harber
                                   Vice President of Finance, Treasurer
                                     and Secretary
                                   (principal financial and accounting officer)


<PAGE>


                           INDEX TO ATTACHED EXHIBITS



             EXHIBIT NUMBER                   DESCRIPTION
             --------------                   -----------

                  10.6                Loan  Agreement,  dated March 10,  1999,
                                      between  Optical Cable  Corporation  and
                                      First  Union  National  Bank (the  "Loan
                                      Agreement").
                  
                  10.8                Promissory  Note,  dated March 10, 1999,
                                      issued by Optical Cable  Corporation  to
                                      First Union  National Bank in the amount
                                      of $5  million  in  connection  with the
                                      Loan  Agreement,  and  Promissory  Note,
                                      dated March 10, 1999,  issued by Optical
                                      Cable   Corporation   to   First   Union
                                      National  Bank  in  the  amount  of  $10
                                      million  in  connection  with  the  Loan
                                      Agreement.

                  27                  Financial Data Schedule