FIRST QUARTER 1996

                                        
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q
(MARK ONE)

  [x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
   SECURITIES EXCHANGE ACT OF 1934

   For the quarterly period ended JANUARY 28, 1996

  [  ]    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  0-2537

                        OPTICAL COATING LABORATORY, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)
                                        
                                   68-0164244
                      (I.R.S. Employer Identification No.)

               2789 NORTHPOINT PARKWAY, SANTA ROSA, CA  95407-7397
                    (Address of principal executive offices)
                                        
                                 (707) 545-6440
              (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.   Yes              No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                             Classes of Common Stock
                          COMMON STOCK, $.01 PAR VALUE

               Outstanding at February 29, 1996:  9,530,477 shares


This document contains 16 pages.

The Exhibit listing appears on Page 15.

                                        
                         PART I.  FINANCIAL INFORMATION
     ITEM 1.   FINANCIAL STATEMENTS
                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)
                                         January 28,      October 31,
                                            1996             1995
     ASSETS                                       (Unaudited)
     Current Assets:
       Cash and short-term investments      $ 4,555   $  6,602
       Accounts receivable, net of 
       allowance for doubtful
          accounts of $1,052 and $1,229      31,239     29,565
       Inventories
     16,474                                  15,886
       Income taxes recoverable               1,665
       Current deferred income tax assets     6,126      6,665
       Other current assets                   2,956      2,476
        Total Current Assets                 63,015     61,194
     Deferred income tax assets               4,588      4,597
     Other assets and investments            11,997     12,432
     Property, Plant and Equipment:
       Land and improvements                  9,233      8,651
       Buildings and improvements            33,608     31,461
       Machinery and equipment              106,240    101,586
       Construction-in-progress
                                             15,182     23,717
                                            164,263    165,415
       Less accumulated depreciation        (76,149)   (73,804)
        Property, Plant and Equipment - Net
                                             88,114     91,611
          Total Assets                     $167,714   $169,834
     
     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current Liabilities:
      Accounts payable                        9,253     10,324
      Accrued expenses                        9,291      9,515
      Accrued compensation expenses           6,129      6,559
      Current maturities on long-term debt    3,303      3,344
      Notes payable                           3,298      3,339
      Deferred revenue                          696         98
        Total Current Liabilities            31,970     33,179
      Accrued postretirement health benefits
       and pension liabilities                2,140      2,150
      Deferred income tax liabilities         2,325      2,239
      Long-term debt
                                             46,604     47,267
      Minority interest                      11,407     11,105
      Convertible redeemable preferred 
        stock                                11,357     11,357
     Common Stockholders' Equity:
      Common stock, $.01 par value;  
       authorized 30,000,000
       shares;  issued and outstanding 
       9,522,000 and 9,489,000 shares            95         95
       Paid-in capital                       44,780     44,461
       Retained earnings                     17,830     17,901
      Cumulative foreign 
       currency translation adjustment         (794)        80
       Common Stockholders' Equity           61,911     62,537
         Total Liabilities and 
           Stockholders' Equity            $167,714   $169,834
     
     See Notes to Consolidated Financial Statements


                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME
        For the three months ended January 28, 1996 and January 29, 1995
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)
                                        
                                         Three Months Ended
                                        January 28, January 29,
                                           1996        1995
     
     Revenue                              $43,911    $35,993
     Cost of sales                         29,495     21,352
      Gross profit                         14,416     14,641
     
     Operating Expenses:
      Research and development              2,388      1,387
      Selling and administrative            9,107      9,244
      Amortization of intangibles             287        171
       Total operating expenses            11,782     10,802
     
       Income from operations               2,634      3,839
     
     Other Income (Expense):
      Interest income                          74        226
      Interest expense                       (911)      (920)
       Income before provision for
         income taxes and minority interest 1,797      3,145
     
     Provision for income taxes               754      1,321
     Minority Interest                        303
       Net income                             740      1,824
     
     Dividend on convertible redeemable
      preferred stock                         240
     
       Net income applicable 
         to common stock                $     500  $    1,824
     
     
     Net income per common and common
       equivalent share                    $  .05     $  .20
     
     Weighted average number of 
       common shares used to compute 
       net income per share                10,119      9,025
     
     
     
     See Notes to Consolidated Financial Statements
     
     
                                        
                                        
                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF  COMMON STOCKHOLDERS' EQUITY
                   For the three months ended January 28, 1996
                             (Amounts in thousands)
                                   (Unaudited)

                                                            FOREIGN
                           COMMON STOCK   PAID-IN RETAINED  CURRENCY
                           SHARES  AMOUNT CAPITAL EARNINGS  TRANSLATION
BALANCE AT NOVEMBER 1, 1995 9,489    $95  $44,461  $17,901      $80

Shares issued to Employee
  Stock Ownership Plan          5              55
Exercise of stock options,
  including tax benefit        28             264
Foreign currency translation    
  adjustment for the period                                    (874)
Net income for the period                              740
Dividend on preferred stock                           (240)
Dividend on common stock                              (571)

BALANCE AT JANUARY 28, 1996 9,522    $95  $44,780  $17,830    $(794)




See Notes to Consolidated Financial Statements
     
     
                                        
                                        
                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the three months ended January 28, 1996 and January 29, 1995
                             (Amounts in thousands)
                                   (Unaudited)
                                        
                                              Three Months Ended
                                            January 28,   January 29,
                                                1996         1995
     
     Cash Flows from Operating Activities:
      Cash received from customers            $42,911       $37,258
      Interest received                           101           297
      Cash paid to suppliers and employees    (37,568)      (35,037)
      Interest paid                            (2,892)       (1,270)
      Income taxes paid, net of refunds        (4,633)         (369)
     
        Net cash (used for) provided by
          operating activities                 (2,081)          879
     
     Cash Flows from Investing Activities:
      Purchase of plant and equipment          (5,421)       (3,301)
      Proceeds from sale/leaseback 
        of equipment                            5,900
     
        Net cash provided by (used for) 
          investing activities                    479        (3,301)
     
     Cash Flows from Financing Activities:
      Proceeds from long term debt              2,600
      Proceeds from notes payable                 154           182
      Proceeds from exercise of stock options     198             2
      Repayment of long-term debt              (2,468)         (404)
      Payment of dividend on preferred stock     (240)
      Payment of dividend on common stock        (571)         (539)
     
        Net cash provided by (used for)
          financing activities                   (327)         (759)
     
     Effect of exchange rate changes on cash     (118)          (30)
     
     Decrease in cash and short-term 
       investments                             (2,047)       (3,211)
     
     Cash and short-term investments 
       at beginning of period                   6,602        19,663
     
     Cash and short-term investments 
       at end of period                        $4,555       $16,452
     

                                        
                                        
                                        
                                        
                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the three months ended January 28, 1996 and January 29, 1995
                             (Amounts in thousands)
                                   (Unaudited)
                                        
                                                 Three Months Ended
                                             January 28,    January 29,
                                                 1996           1995
     
     Reconciliation of net income to cash flows
      from operating activities:
     Net income                                  $ 740         $1,824
     Adjustments to reconcile net income to
      net cash (used for) provided 
      by operating activities:
       Depreciation and amortization             3,178          1,821
       Minority interest in earnings 
         of Flex Products, Inc.                    302
       Loss on disposal or abandonment 
         of equipment                                2             19
       Accrued postretirement health benefits       11             27
       Deferred income tax liabilities              97            357
       Other non-cash adjustments to net income    (81)           (60)
       Change in:
        Accounts receivable                     (1,337)        (2,953)
        Inventories                               (883)        (1,689)
        Income tax recoverable                  (1,589)
        Deferred income tax assets                 531           (711)
        Other current assets and
          other assets and investments            (875)        (1,328)
        Accounts payable, accrued
          expenses and accrued compensation 
          expenses                              (2,406)         2,013
        Deferred revenue                            74            208
        Income taxes payable                       155          1,351
          Total adjustments                     (2,821)          (945)
     
        Net cash (used for) provided by
          operating activities                 $(2,081)         $ 879
     
     
     
     
     
     
     
     
     
     
     
     See Notes to Consolidated Financial Statements
                                        
                                        
                                        
                                        
                                        
                OPTICAL COATING LABORATORY, INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            Three Months Ended January 28, 1996 and January 29, 1995
                                   (Unaudited)
                                        
1.   GENERAL

     Optical Coating Laboratory, Inc. (OCLI) develops, manufactures and
     sells thin film coated products.  Thin film coatings control and
     enhance light by altering the transmission, reflection and absorption
     of the various wavelengths of light energy to achieve a desired effect
     such as antireflection, shielding, conductivity or abrasion
     resistance.  OCLI markets and sells its products worldwide to original
     equipment manufacturers (OEM's) who utilize thin film coated
     components or devices for optical and electro-optical systems for
     computers, photocopiers, LCD desktop projectors, scanners, instruments
     and satellites.  OCLI sells its Glare/Guard(R) ergonomic computer
     display products through distributors and office supply retailers.
     Flex Products, Inc. (Flex Products), OCLI's 60% owned subsidiary,
     develops and manufactures thin film coatings on plastic film with a
     proprietary high speed process.

     The Consolidated Balance Sheet as of January 28, 1996, the
     Consolidated Statements of Income for the three month periods ended
     January 28, 1996 and January 29, 1995, the Consolidated Statement of
     Common Stockholders' Equity for the three month period ended January
     28, 1996 and the Consolidated Statements of Cash Flows for the three
     month periods ended January 28, 1996 and January 29, 1995 have been
     prepared by the Company without audit. In the opinion of management,
     all adjustments consisting of normal recurring accruals, necessary to
     present fairly the financial position, results of operations and cash
     flows at January 28, 1996 and for all periods presented have been
     made.

     Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted. It is suggested
     that these consolidated financial statements be read in conjunction
     with the financial statements and notes included in the Company's
     Annual Report to Stockholders for fiscal 1995.

     The results of operations for the period ended January 28, 1996 are
     not necessarily indicative of the operating results anticipated for
     the full year.

2.   INVENTORIES

     Inventories consisted of the following:

                                             January 28,    October 31,
                                                1996           1995
                                               (Amounts in thousands)

     Raw materials and supplies                 $7,464        $7,330
     Work-in-process and finished goods          9,010         8,556

                                               $16,474       $15,886



3.   ACCRUED EXPENSES

     Accrued expenses consisted of the following:
     
                                             January 28,    October 31,
                                                1996           1995
                                              (Amounts in thousands)

     Workers' compensation reserve            $  992         $  937
     Ground water remediation reserve          1,182          1,187
     Other accrued liabilities                 7,079          7,391
                                              $9,253         $9,515

4.   LONG-TERM DEBT
     
     Long-term debt consisted of:            January 28,   October 31,
                                                1996          1995
                                              (Amounts in thousands)
Unsecured senior notes. Interest at 8.71%
  payable semiannually. Principal payable in
  annual installments of $3.6 million from
  1998 through 2002.                             $18,000      $18,000

Unsecured bank term loan. Variable interest
  rates averaging 7.3% at January 28, 1996,
  payable quarterly. Principal payable 
  semiannually as follows:

  Payment Dates             Amounts
  April 1996            $   500,000
  October 1996 and 
   April 1997             1,000,000
  Each October and 
   April thereafter       2,000,000               14,500      14,500

Mortgage payable.  Interest at 8%.  
  Collateralized by a 72,000 sq. ft. 
  newly constructed building and
  related land area.  Principal and 
  interest payable over 15 years at 
  $25,000 per month.                               2,600

Unsecured borrowings under  
  revolving bank line of
  credit.  Repaid during first 
  quarter of fiscal 1996.                          2,000

Land improvement assessment. Interest 
  at an average rate of 6.75%.  Principal 
  and interest payable in semiannual 
  installments of $77,000 through 1998.             330          401

Scottish Development Agency (SDA) building loan,
  with a conditional interest moratorium
  through January 31, 1998 with interest at 9.5%
  thereafter. Semiannual principal payments of
  approximately $100,000 are payable through
  January 1998 with subsequent payments of $331,000,
  comprising principal and interest, through 2006.
  Collateralized by the land and building of the
  Company's Scottish subsidiary.                   3,823      4,026

Notes payable to private parties in 
  connection with the purchase of MMG. 
  Principal and interest at 8% payable
  over ten years in quarterly installments 
  of approximately $420,000 through 2003.         7,035       7,721

Bank loans of MMG with interest rates 
  ranging from 4.5% to 8.0%. Payable in 
  semiannual and annual installments through 
  2005. Partly collateralized by
  mortgages on MMG land and buildings
  and liens on equipment.                         2,787       3,050

Present value of obligations under 
  capital leases at an assumed interest rate 
  of 8.0%  payable in monthly installments 
  through 2004.                                     832         913
                                                 49,907      50,611
Less current maturities                          (3,303)     (3,344)
                                                $46,604     $47,267


     The Company has a $30 million unsecured credit facility comprised of a
$15 million term loan and a $15 million revolving line of credit.  During
fiscal 1995, $2 million was borrowed under the $15 million revolving credit
facility which balance was repaid during the first quarter of fiscal 1996.
The revolving line of credit carries a commitment fee of .375% per year on
the unused portion of the facility and expires on April 28, 2000.  The
Company has an incremental credit facility to cover a surety letter for
approximately $3.5 million issued to secure 50% of the Company's notes
payable arising from the purchase of MMG.  The Company also has a letter of
credit for approximately $1.5 million to satisfy the Company's workers'
compensation self-insurance requirements.  The surety commitment and letter
of credit facilities carry a fee of 1.25% per year.

     During the first quarter of fiscal 1996 the Company entered into an
operating lease arrangement in the amount of $5.9 million for a newly
acquired continuous coating machine and related equipment.  The term of the
operating lease is six years and provides for an early buyout at fair value
at the end of five years.

     The Company's subsidiary in Scotland has a credit arrangement of up to
approximately $470,000 at market interest rates and has outstanding letters
of credit of approximately $320,000 to guarantee import duty.  There were
no borrowings under the credit arrangement in the first quarter of fiscal
1996 or in fiscal year 1995.

     The Company's subsidiary in Germany has various credit facilities with
local banks totaling approximately $3.5 million which are used for working
capital requirements.  These credit facilities are utilized as part of
normal local payment practices.

     The Company has certain financial covenants and restrictions under its
bank credit arrangements and the unsecured senior notes.

5.   STOCK OPTIONS

     During the first quarter of 1996, no options were granted under the
Company's incentive compensation and employee stock option plans. At
January 28, 1996, 1,502,500 shares are subject to outstanding options, of
which 1,138,125 options are exercisable. Options to purchase 307,713 shares
of common stock are available for future grants under the plans.
     


               PART I.   FINANCIAL INFORMATION
                                        
ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF MATERIAL CHANGES IN RESULTS OF
               OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

REVENUE.  Revenue for the first quarter of fiscal 1996 was $43.9 million,
an increase of $7.9 million, or 22%, over revenue of $36 million in the
first quarter of fiscal 1995.  Fiscal 1996 first quarter revenue includes
$7.4 million of revenue from Flex Products, Inc. (Flex Products).  The
Company increased its ownership in Flex Products from 40% to a controlling
60% in May of 1995, resulting in the consolidation of Flex Products'
financial results into the Company's financial statements beginning in the
third quarter of fiscal 1995.

For the first quarter of fiscal 1996 compared to the first quarter of
fiscal 1995, revenue was higher in the office automation, defense and
aerospace and specialty products markets served by the Company.  Revenue in
the instrumentation and the Glare/Guard(R) computer display markets was
substantially the same in the comparative quarters.  However, revenue in
the OEM (original equipment manufacturer) display market was substantially
down, by approximately 40%, in the current year first quarter versus the
year ago quarter.  The Company experienced price declines of approximately
3% in segments of its office automation market during the first quarter of
fiscal 1996.

GROSS PROFIT.  Gross profit, while substantially at the same dollar level,
was 32.8% of revenue for the first quarter of fiscal 1996 compared to 40.7%
of revenue for the first quarter of fiscal 1995.  The gross profit margin
decline in the current year first quarter was in the OEM display area where
manufacturing costs could not be sufficiently reduced to compensate for the
impact of lower volume, the impact of start up costs and incremental
depreciation and rental expense associated with the new continuous coating
platform being brought on line.

OPERATING EXPENSES.  Research and development expenditures in the first
quarter of 1996 were up $1.0 million, or 72%, compared to the first quarter
of 1995.  The current quarter increase reflects the realignment of
engineering resources to new product development programs ($477,000) and
the consolidation of Flex Products' research and development costs
($524,000).  Selling and administrative expenses in the first quarter of
fiscal 1996 were 20.7% of revenue compared to 25.7% for the first quarter
of 1995, while substantially at the same dollar amount for the comparative
quarters.  The lower selling and administrative expense ratio for the
current quarter reflects primarily the consolidation of Flex Products whose
selling expenses per revenue dollar are substantially less than those for
the other product areas of the Company.

INCOME FROM OPERATIONS.  As a result of the foregoing changes in revenue,
gross profit and operating expenses, the Company's income from operations
was $2.6 million for the first quarter of fiscal 1996 compared to $3.8
million for the first quarter of fiscal 1995, a decrease of $1.2 million or
31%.

INTEREST INCOME AND EXPENSE.  Interest income for the first quarter of
fiscal 1996 was significantly down, by $152,000 or 67%, compared to the
first quarter of fiscal 1995 reflecting the lower average cash balances
available for investment in the current quarter compared to the year ago
quarter.  Interest expense, net of capitalized interest, was substantially
the same for the first quarter of 1996 and 1995;  however, capitalized
interest relating to ongoing building and equipment projects was $76,000
higher for the current quarter versus the prior year quarter.

INCOME TAXES AND MINORITY INTEREST.  The effective income tax rate was 42%
for the first quarter of fiscal 1996 and 1995.  Minority interest was
$303,000 for the first quarter of fiscal 1996, representing the 40% share
of Flex Products' net income for the period accruing to the minority
shareholder.

NET INCOME.  The Company had net income applicable to common stock of
$500,000, or $.05 per share, for the first quarter of fiscal 1996, compared
to $1.8 million, or $.20 per share, for the first quarter of fiscal 1995.

FINANCIAL CONDITION

During the first quarter of fiscal 1996, the Company used $2.1 million,
net, for its operating activities.  Net income, depreciation and
amortization, generated $3.9 million in cash flow, while increases in
working capital and other operating activities required $6.0 million.

The Company's investing activities provided $479,000 of cash for the first
quarter of 1996.  Approximately $5.4 million was invested in plant and
equipment while $5.9 million was generated by an operating lease
arrangement for a newly acquired continuous coating machine and related
equipment.

During the first quarter of fiscal 1996, the Company entered into a
mortgage loan agreement in the amount of $2.6 million, collateralized by a
newly constructed 72,000 square foot manufacturing facility located on the
Company's Santa Rosa, California campus.  Separately, the Company repaid
approximately $2.5 million of long-term debt.

As a result of these operating, investment and financing activities, the
Company's cash and short-term investment position decreased by $2.0 million
during the first quarter of fiscal 1996.

At January 28,1996, the Company had financial obligations of approximately
$2.0 million for the completion of a new manufacturing and office building
to be leased on its completion to Flex Products.  Separately, Flex Products
has remaining financial obligations of approximately $8.6 million on two
large-scale coating machines and $3.5 million for site, facilities and
leasehold improvements at the end of the first quarter of fiscal 1996.  The
Company anticipates that it will obtain mortgage debt financing on the
building being constructed for Flex Products and that Flex Products will
enter into equipment financing arrangements on the coating machines it is
acquiring.

Management believes that the cash on hand at January 28, 1996, cash
anticipated to be generated from future operations, the available funds
from revolving credit arrangements, the anticipated building financing and
Flex Products' equipment financing will be sufficient for the Company,
including the Flex Products subsidiary, to meet near-term working capital
needs, capital expenditures, debt service requirements and payment of
dividends as declared.











                         INDEPENDENT ACCOUNTANTS' REVIEW
                                        

The January 28,1996 consolidated financial statements included in this
filing on Form 10-Q have been reviewed by Deloitte & Touche LLP (which
makes reference to the report of other accountants), independent
accountants, in accordance with established professional standards and
procedures for such a review.

The report of Deloitte & Touche LLP commenting on their review follows.



INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
and Stockholders of
Optical Coating Laboratory, Inc.
Santa Rosa, California


We have reviewed the accompanying condensed consolidated balance sheet of
Optical Coating Laboratory, Inc. and subsidiaries as of January 31, 1996,
and the related condensed consolidated statements of income and cash flows
for the three-month periods ended January 31, 1996 and 1995 and the related
condensed consolidated statement of stockholders' equity for the three-
month period ended January 31, 1996.  These financial statements are the
responsibility of the Company's management.  We were furnished with the
report of other accountants on their review of the interim financial
information of Flex Products, Inc. (a consolidated subsidiary), whose total
assets constituted, 20% of consolidated total assets at January 31, 1996
and whose total revenues constituted 17% of consolidated total revenues for
the three-month period ended January 31, 1996.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists of applying analytical review procedures to
financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review and the report of other accountants, we are not aware
of any material modifications that should be made to such condensed
consolidated financial statements for them to be in conformity with
generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Optical Coating Laboratory,
Inc. and subsidiaries as of October 31, 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for the year
then ended (not presented herein); and in our report dated December 18,
1995, we expressed an unqualified opinion on those consolidated financial
statements based on our audit.  In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of October 31,
1995 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

Deloitte & Touche LLP

San Francisco, California
February 14, 1996


PART II.  OTHER INFORMATION
                                        
Item 1.   Legal Proceedings                                    Page(s)

          None

Item 2.   Changes in Securities

          None

Item 3.   Defaults upon Senior Securities

          None

Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  The following are filed as Exhibits to this
               Quarterly Report.  The numbers refer to the
               Exhibit Table of Item 601 of Regulation S-K.

               (2)       None

               (4)       None

               (11)*          Computation of per share earnings
                         for the three months ended January 28,
                         1996 and January 29, 1995.

               (15)*          Letter of Deloitte & Touche LLP regarding
                         unaudited interim financial information.

               (18)      None

               (19)*          Items not previously filed are designated
                         by an asterisk.

               (22)      None
               (23)      None
               (24)      None
               (27)      None

          (b)  Reports on Form 8-K filed for the three
               months ended January 28, 1996.

               None



                                   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 and in the capacity indicated.

                              OPTICAL COATING LABORATORY, INC.
                                               (Registrant)


                                     /s/ JOHN M. MARKOVICH
Date: March 14, 1996                  John M. Markovich
                                    Vice President Finance
                                 and Chief Financial Officer
                                (Principal Financial Officer)