FIRST QUARTER 1997
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
   
                                  FORM 10-Q/A
    
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 31, 1997
                                        
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

                                        
                                        
                        OPTICAL COATING LABORATORY, INC.
              (Exact name of registrant as specified in its charter)
                                        
                          COMMISSION FILE NUMBER 0-2537
                                        
DELAWARE                                                        68-0164244
(State or other jurisdiction of                   (IRS Identification No.)
incorporation or organization)
                                        
2789 NORTHPOINT PARKWAY, SANTA ROSA CALIFORNIA                  95407-7397
(Address of principal executive offices)                        (Zip code)

                                        
    Registrant's telephone number, including area code: (707) 545-6440
                                        
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  [X]   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 28, 1997: 10,176,723 shares


This document contains 15 pages.

The Exhibit listing appears on Page 14.

                                        
<PAGE>
                          PART II.   OTHER INFORMATION
                                        
ITEM 1.   LEGAL PROCEEDINGS

          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

          (3)  None

   
          (4)* Second Amendment to Credit Agreement dated as of May
               24, 1995 between Optical Coating Laboratory, Inc., Bank of
               America, NT&SA, as agent for itself and the Banks, and the
               several financial institutions party to the Credit
               Agreement, which amendment is dated as of January 28,
               1997.
    

           (10) None

           (11) Computation of earnings per share for the three
                months ended January 31, 1997 and 1996.

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

           (18) None

           (19) None

           (22) None

           (23) None

           (24) None

           (27) Financial Data Schedule for the three months ended 
                January 31, 1997.

        *  Items not previously filed are designated by an asterisk.

       (b) Reports on Form 8-K filed for the three months ended 
           January 31, 1997.

           None


<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 and in the capacity indicated.

                              OPTICAL COATING LABORATORY, INC.
                                   (Registrant)


April 1, 1997                 /s/JOSEPH C. ZILS
Date                          Joseph C. Zils
                              Vice President, General Counsel
                              and Acting Chief Financial Officer
                              (Principal Financial Officer)