OPTICAL COATING LABORATORY INC
10-Q/A, 1995-04-26
OPTICAL INSTRUMENTS & LENSES
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                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, 1995

  [ ]  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      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, 1995:  9,013,793 Shares




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

             (10)       None
             
             (11)       Computation of per share earnings
                        for the three months ended January 31,
                        1995 and 1994.

             (15)       Letter of Deloitte & Touche 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, 1995.

             (99)       None

                              





                                   EXHIBIT 11.
                                        
                        COMPUTATION OF EARNINGS PER SHARE
                  (Dollars in thousands, except per share data)
                                   (Unaudited)
                                        
                                        
                                                   Three Months Ended
                                                        January 31,
                                                  1995            1994
     
     Primary Shares:
     
     Average common shares outstanding            8,978          8,972
     Common equivalent shares outstanding            47             47
                                                  9,025          9,019
     
     Net earnings                               $ 1,824         $1,102
     
     Net earnings per common and common
       equivalent share, primary                $   .20         $  .12
     
     
     Fully Diluted Shares:
     
     Average common shares outstanding            8,978          8,972
     Common equivalent shares outstanding           117             97
                                                  9,095          9,069
     
     Net earnings                               $ 1,824         $1,102
     
     Net earnings per common and common
       equivalent share, fully diluted          $   .20         $  .12


  Fully diluted earnings per share do not result in dilution of three 
percent or more and are, therefore, not presented.



                                        
                                        
                                        
                                        
                                    
                                        
                                        
                                        
                                   EXHIBIT 15
                                        
                                        
                                        
To the Board of Directors and Stockholders
  of Optical Coating Laboratory, Inc.
Santa Rosa, California

We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of Optical Coating Laboratory, Inc. and subsidiaries for the 
periods ended January 31, 1995 and 1994 as indicated in our report dated 
February 15, 1995; because we did not perform an audit, we expressed no 
opinion on that information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended January 31, 1995, is
incorporated by reference in Registration Statements No. 33-41050, 
No. 33-26271, No. 33-12276, No. 33-48808 and No. 33-65132 on Forms S-8 
and Registration Statement No. 2-97482 on Form S-3.

We are also aware that the aforementioned report, pursuant to Rule 436(c) 
under the Securities Act, is not considered a part of the Registration 
Statement prepared or certified by an accountant or a report prepared or 
certified by an accountant within the meaning of Sections 7 and 11 of 
that Act.





/s/ DELOITTE & TOUCHE LLP
San Francisco, California


March 10, 1995


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<NAME> OPTICAL COATING LABORATORY, INC.
       
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                                          0
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