OAK INDUSTRIES INC
8-A12B/A, 1996-06-04
ELECTRONIC CONNECTORS
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                        SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549                       

                                FORM 8-A/A

                         AMENDMENT TO FORM 8-A
                 FOR REGISTRATION OF CERTAIN CLASSES OF
                             SECURITIES
                 PURSUANT TO SECTION 12(b) OR (g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


                            OAK INDUSTRIES INC.
          (Exact name of registrant as specified in its charter)

Delaware                          1-4474               36-1569000
 (State or Other Jurisdiction   (Commission File     (IRS Employer 
   of Incorporation)               Number)          Identification No.)


   Bay Colony Corporate Center, 1000 Winter Street, Waltham, MA  02154
  (Address of principal executive offices)                     (Zip Code)

Amendment No. 1

  The undersigned registrant hereby amends the cover page of its
Registration Statement on Form 8-A, registering its Junior Preferred Stock 
Purchase Rights by deleting the reference to Junior Preferred Stock
Purchase Rights under the heading "Securities to be registered 
pursuant to Section 12(g) of the Act" and inserting the words "Not
Applicable" instead.

  SIGNATURE

  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereto duly authorized.

                                                                           
                                               OAK INDUSTRIES INC.


Date: June 4, 1996                                                         
                                               By: /s/ Mela Lew
                                               Mela Lew
                                               Vice President and 
                                               Assistant General Counsel
                  




June 4, 1996

Securities and Exchange Commission
450 5th Street, NW
Washington, D.C.  20549-1004

Re:  Amendment to Form 8-A

Ladies and Gentlemen:

Enclosed on behalf of Oak Industries Inc., please find an amendment to the 
Form 8-A previously filed via EDGAR on December 27, 1995.

Please contact the undersigned directly at (617) 890-0400 if you have any 
questions.


Sincerely,


Mela Lew
Vice President and Assistant
General Counsel


 



 

 


3094743.01






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