OAK INDUSTRIES INC
8-K, 1998-02-25
ELECTRONIC CONNECTORS
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                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                            ACT OF 1934


Date of Report (Date of earliest event reported):   February 25, 1998
   
                         Oak Industries Inc.

        (Exact name of registrant as specified in its charter)

   Delaware                      1-4474            36-1569000   
(State or other juris-      (Commission File      (IRS Employer
diction of incorporation)        Number)        Identification No.)




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

Registrant's telephone number, including area code 781-890-0400

                        Same
(Former name or former address, if changed since last report.)



ITEM 5.   OTHER EVENTS

On February 25, 1998, Oak Industries Inc. issued the press release filed 
herewith as Exhibit 99.   


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
          AND EXHIBITS

The following financial statements, pro forma financial information and 
exhibits are filed as part of this report.

(c)   Exhibits

      99.  Press release dated February 25, 1998.

    
                           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.



                                           OAK INDUSTRIES INC.


Date:  February 25, 1998                  /s/ Coleman S. Hicks
                                       ---------------------------
                                           Coleman S. Hicks
                                        Senior Vice President and
                                         Chief Financial Officer










                                Exhibit 99

FOR IMMEDIATE RELEASE                        Contact:  Coleman S. Hicks
                                                          781-890-0400


     OAK INDUSTRIES INC. ANNOUNCES CLOSING ON SALE OF $100 MILLION
          OF 4 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2008

   WALTHAM, MA, February 25, 1998 -- Oak Industries Inc. (NYSE:OAK) today 
announced that it had closed the sale of its previously announced issue of 
$100 million of 4 7/8% Convertible Subordinated Notes due 2008 (the 
"Notes").  The Notes are convertible into common stock of the Company at a 
conversion price of $38.66 per share, representing an initial conversion 
premium of approximately 27% over the closing price on February 19, 1998.  
   The Notes will be not be registered under the Securities Act of 1933, as 
amended (the "Securities Act"), and may not be offered or sold in the 
United States, except pursuant to an applicable exemption from the 
Securities Act's registration requirements.
   This press release shall not constitute an offer to sell or the 
solicitation of an offer to buy the Notes.  
   Oak Industries is a leading manufacturer of highly engineered components 
that it designs and sells to manufacturers and service providers in the 
communications and selected other industries.







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