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                   SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as
of January 28, 1997 is entered into by and among OPTICAL COATING
LABORATORY, INC. (the "Company"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as agent for itself and the Banks (the "Agent"), and
the several financial institutions party to the Credit Agreement
(collectively, the "Banks").

                               RECITALS

     A.  The Company, Bank of America National Trust and Savings
Association as a Bank, and Bank of America National Trust and Savings
Association, as letter of credit issuing bank and Agent are parties to a
Credit Agreement dated as of May 24, 1995 pursuant to which the Agent and
the Banks have extended certain credit facilities to the Company.  This
credit agreement was amended by a First Amendment to Credit Agreement dated
as of December 15, 1995 and, as in effect as of the opening of business on
the date of this amendment is referred to as the "Credit Agreement".

     B.  Bank of America National Trust and Savings Association as Assignor
and Creditanstalt Corporate Finance, Inc. as Assignee entered into an
Assignment and Acceptance Agreement dated as of July 10, 1995 pursuant to
which the Assignee acquired a 33.333333333% interest in the Assignor's
rights and obligations under the Credit Agreement and became a "Bank" under
the Credit Agreement.

     B.  The Company has requested that the Banks agree to certain
amendments of the Credit Agreement.

     C.  The Banks are willing to amend the Credit Agreement subject to the
terms and conditions of this Amendment.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as
follows:



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     1.  Defined Terms.  Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.

     2.  Amendments to Article VIII of the Credit Agreement.

          (a)  Subsection (a) of Section 8.15 of the Credit Agreement is
amended in its entirety to provide as follows:

          (A)  THE COMPANY SHALL NOT PERMIT, AT ANY TIME AND ON A
     CONSOLIDATED BASIS, ITS RATIO OF FUNDED DEBT TO EBITDA:
               (1)  TO EXCEED 3.00 TO 1.00 FOR THE PERIOD FROM THE END OF
     ITS THIRD FISCAL QUARTER OF 1995 THROUGH THE END OF ITS SECOND FISCAL
     QUARTER OF 1996;

               (2)  TO EXCEED 2.50 TO 1.00 FOR THE PERIOD FROM THE END OF
     ITS SECOND FISCAL QUARTER OF 1996 THROUGH THE END OF ITS FOURTH FISCAL
     QUARTER OF 1996;
               (3)  TO EXCEED 2.75 TO 1.00 FOR THE PERIOD FROM THE END OF
     ITS FOURTH FISCAL QUARTER OF 1996 THROUGH THE END OF ITS SECOND FISCAL
     QUARTER OF 1997; AND
               (3)  TO EXCEED 2.50 TO 1.00 THEREAFTER.
PROVIDED; THAT SO LONG AS FUNDED DEBT IS LESS THAN OR EQUAL TO $60,000,000,
THE COMPANY SHALL NOT PERMIT, AT ANY TIME AND ON A CONSOLIDATED BASIS, ITS
RATIO OF FUNDED DEBT TO EBITDA:
               (A)  TO EXCEED 3.0 TO 1.0 FROM THE END OF THE COMPANY'S
     THIRD FISCAL QUARTER OF ITS 1995 FISCAL YEAR THROUGH ITS FOURTH FISCAL
     QUARTER OF 1996; AND
               (B)  TO EXCEED 2.5 TO 1.0 THEREAFTER.

          (b)  Subsection (a) of Section 8.16 of the Credit Agreement is
amended in its entirety to provide as follows:

          (A)  THE COMPANY SHALL NOT PERMIT, AT ANY TIME AND ON A
     CONSOLIDATED BASIS, ITS RATIO OF EBIT TO NET INTEREST EXPENSE AND
     CURRENT PORTION OF LONG TERM DEBT TO BE LESS THAN:
               (1)  1.25 TO 1.00 FOR THE PERIOD FROM THE END OF ITS THIRD
     FISCAL QUARTER OF 1995 THROUGH THE END OF ITS THIRD FISCAL QUARTER OF
     1996;
               (2)  1.50 TO 1.00 FOR THE PERIOD COVERED BY ITS FOURTH
     FISCAL QUARTER OF 1996;
               (3)  1.00 TO 1.00 FOR THE PERIOD FROM THE END OF ITS FOURTH
     FISCAL QUARTER OF 1996 THROUGH THE END OF ITS SECOND FISCAL QUARTER OF
     1997;
               (4)  1.15 TO 1.00 FOR THE PERIOD COVERED BY ITS THE THIRD
     FISCAL QUARTER OF 1997;


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          (5)  1.25 TO 1.00 FOR THE PERIOD COVERED BY ITS FOURTH FISCAL
     QUARTER OF 1997; AND
               (6)  1.50 TO 1.00 THEREAFTER.

     3.  Representations and Warranties.  The Company hereby represents and
warrants to the Agent and the Banks as follows:

          (a)  No Default or Event of Default has occurred and is
continuing.

          (b)  The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate and
other action and do not and will not require any registration with, consent
or approval of, notice to or action by, any Person (including any
Governmental Authority) in order to be effective and enforceable.  The
Credit Agreement as amended by this Amendment constitutes the legal, valid
and binding obligations of the Company, enforceable against it in
accordance with its respective terms, without defense, counterclaim or
offset.

          (c)  All representations and warranties of the Company contained
in the Credit Agreement are true and correct.

          (d)  The Company is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon the
Agent and the Banks or any other Person.

     4.  Effective Date.  This Amendment will become effective as of
January 28, 1997 (the "Effective Date"), provided that on or before such
date, the Agent has received from the Company and each of the Banks a duly
executed original (or, if elected by the Agent, an executed facsimile copy)
of this Amendment.

     5.   Reservation of Rights.  The Company acknowledges and agrees that
the execution and delivery by the Agent and the Banks of this Amendment
shall not be deemed to create a course of dealing or otherwise obligate the
Agent or the Banks to forbear or execute similar amendments under the same
or similar circumstances in the future.



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     6.   Miscellaneous.

          (a)  Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment.  This Amendment
shall be deemed incorporated into, and a part of, the Credit Agreement.

          (b)  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors
and assigns.  No third party beneficiaries are intended in connection with
this Amendment.

          (c)  This Amendment shall be governed by and construed in
accordance with the law of the State of California.

          (d)  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
Each of the parties hereto understands and agrees that this document (and
any other document required herein) may be delivered by any party thereto
either in the form of an executed original or an executed original sent by
facsimile transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Agent of a facsimile transmitted document
purportedly bearing the signature of a Bank or the Company shall bind such
Bank or the Company, respectively, with the same force and effect as the
delivery of a hard copy original.  Any failure by the Agent to receive the
hard copy executed original of such document shall not diminish the binding
effect of receipt of the facsimile transmitted executed original of such
document of the party whose hard copy page was not received by the Agent.

          (e)  This Amendment may not be amended except in accordance with
the provisions of Section 11.01 of the Credit Agreement.

          (f)  If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or
the Credit Agreement, respectively.

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          IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.


                    OPTICAL COATING LABORATORY, INC.


                    By:     /s/JOSEPH C. ZILS
                    Name:   Joseph C. Zils
                    Title:  Vice President, General Counsel,
                            Corporate Secretary and
                            Chief Financial Officer


                    By:     /s/JEFFREY M. RYAN
                    Name:   Jeffrey M. Ryan
                    Title:  Assistant Treasurer


                    BANK OF AMERICA NATIONAL TRUST
                    AND SAVINGS ASSOCIATION,
                    as Agent, as a Bank, and
                             as Issuing Bank

                    By:     /s/RICHARD E. BRYSON
                    Name:   Richard E. Bryson
                    Title:  Managing Director


                    CREDITANSTALT CORPORATE FINANCE, INC.


                    By:     /s/GREG ROUX
                    Name:   Greg Roux
                    Title:  Vice President


                    By:     /s/JACK R. BERTGES
                    Name:   Jack R. Bertges
                    Title:  Senior Vice President