FIFTH AMENDMENT TO CREDIT AGREEMENT
               -----------------------------------
     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT ("Amendment"),
dated as of July 30, 1999, is entered into by and among OPTICAL
COATING LABORATORY, INC. (the "Company"), the several financial
institutions party to the Credit Agreement (collectively, the
"Banks"), and BANK OF AMERICA, N.A. (formerly known as BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION), as agent for
itself and the Banks (the "Agent") and as letter of credit
issuing bank.
                            RECITALS
                            --------
     A.   The Company, Banks, and Agent are parties to a Credit
Agreement dated as of July 31, 1998, as amended by a Waiver and
First Amendment to Credit Agreement dated as of January 8, 1999,
effective as of October 31, 1998, a Second Amendment to Credit
Agreement dated as of January 31, 1999, a Third Amendment to
Credit Agreement dated as of February 26, 1999, and a Fourth
Amendment to Credit Agreement dated as of May 11, 1999 (as so
amended, the "Credit Agreement") pursuant to which the Banks have
extended certain credit facilities to the Company.  Immediately
prior hereto, ABN AMRO Bank N.V. has assigned all of its
Commitment and other rights and obligations under the Credit
Agreement to Bank of America, N.A.
     B.   The Company has requested that the amount of the
Commitments be reduced under the Credit Agreement and that the
Banks agree to a certain amendment of the Credit Agreement.
     C.   The Banks are willing so 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:
     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 Credit Agreement.
     (a)  Section 9.01(e)(i)(A) of the Credit Agreement shall be
amended by deleting the amount "$2,000,000" and inserting
"$3,000,000" in place thereof.
     (b)   Schedule 2.01 of the Credit Agreement shall be amended
and restated in its entirety to read as set forth in Schedule
2.01 attached hereto.
     3.   Representations and Warranties.  The Company hereby
represents and warrants to the Agent and the Banks as follows:
          (a)  After giving effect to this Amendment, 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, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or

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by equitable principles relating to enforceability, without
defense, counterclaim or offset.
          (c)  After giving effect to this Amendment, all
representations and warranties of the Company contained in the
Credit Agreement are true and correct on and as of the date
hereof, except to the extent such representations and warranties
expressly refer to an earlier date, in which case they are true
and correct as of such earlier date.
          (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 the date first above written, or, if later, the date on
which the Agent has received from the Company and 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 enter
into amendments under the same, similar or any other
circumstances in the future.
     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 and in
the other Loan Documents 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.  This Amendment is a Loan
Document.
          (b)  This Amendment shall be binding upon and inure to
the benefit of the parties hereto 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, and the Agent is hereby authorized to make
sufficient photocopies thereof to assemble complete counterparty
documents.
          (e)  This Amendment, together with the Credit
Agreement, contains the entire and exclusive agreement of the
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parties hereto with reference to the matters discussed herein and
therein.  This Amendment supersedes all prior drafts and
communications with respect thereto.  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.
          (g)  The Company covenants to pay to or reimburse the
Agent, within five Business Days after demand, for all costs and
expenses (including reasonable Attorney Costs) incurred in
connection with the development, preparation, negotiation,
execution and delivery of this Amendment.

     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/ Jeffrey M. Ryan
                               ---------------------------------
                            Name:  Jeffrey M. Ryan
                               ---------------------------------
                            Title: Assistant Treasurer
                               ---------------------------------


BANK OF AMERICA, N.A. (formerly known as Bank of America National
Trust and Savings Association), as Agent



                            By:  /s/ T. McComas
                               ---------------------------------
                            Name:  T. McComas
                               ---------------------------------
                            Title: Vice President
                               ---------------------------------


BANK OF AMERICA, N.A. (formerly known as Bank of America National
Trust and Savings Association), as Issuing Bank and as a Bank

                             By:  /s/ T. McComas
                               ---------------------------------
                             Name:  T. McComas
                               ---------------------------------
                             Title: Vice President
                               ---------------------------------



                          SCHEDULE 2.01
                          -------------

                 COMMITMENTS AND PRO RATA SHARES
                 -------------------------------

Bank                               Commitment             Pro Rata Share
----                               ----------             --------------

Bank of America, N.A.              $25,000,000                      100%


TOTAL                              $25,000,000                      100%




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