OPTICAL COATING LABORATORY INC
10-Q/A, 1996-03-18
OPTICAL INSTRUMENTS & LENSES
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FIRST QUARTER 1996

                                        
                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 28, 1996

  [ ]     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 29, 1996:  9,530,477 shares


This document contains 16 pages.

The Exhibit listing appears on Page 15.

                                        

                            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)


     March 15, 1996                     /s/JOHN M. MARKOVICH
     Date                                 John M. Markovich
                                     Vice President Finance
                                    and Chief Financial Officer
                                   (Principal Financial Officer)



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<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               JAN-28-1996
<CASH>                                            1155
<SECURITIES>                                      3400
<RECEIVABLES>                                    31239
<ALLOWANCES>                                      1052
<INVENTORY>                                      16474
<CURRENT-ASSETS>                                 63015
<PP&E>                                           88114
<DEPRECIATION>                                   76149
<TOTAL-ASSETS>                                  167714
<CURRENT-LIABILITIES>                            31970
<BONDS>                                              0
                                0
                                      11357
<COMMON>                                            95
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    167714
<SALES>                                          43911
<TOTAL-REVENUES>                                 43911
<CGS>                                            29495
<TOTAL-COSTS>                                    29495
<OTHER-EXPENSES>                                 11782
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 911
<INCOME-PRETAX>                                   1797
<INCOME-TAX>                                       754
<INCOME-CONTINUING>                                740
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       740
<EPS-PRIMARY>                                      .05
<EPS-DILUTED>                                      .05
        

</TABLE>


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