As filed with the Securities and Exchange Commission on September 27, 1996
                                             
                                             Registration No.

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          OPTICAL COATING LABORATORY, INC.
             (Exact name of registrant as specified in its charter)

       DELAWARE                                        68-0164244
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                             2789 NORTHPOINT PARKWAY
                       SANTA ROSA, CALIFORNIA  95407-7397
                    (Address of Principal Executive Offices)
                                        
                        OPTICAL COATING LABORATORY, INC.
                        1996 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                                        
                             HERBERT M. DWIGHT, JR.
                        Optical Coating Laboratory, Inc.
                             2789 Northpoint Parkway
                        Santa Rosa, California  95407-7397
                     (Name and address of agent for service)

                                   Copies to:
                                JOHN V. ERICKSON
                               Collette & Erickson
                              555 California Street
                        San Francisco, California  94104
                                 (415) 788-4646


                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
                               Proposed      Proposed
Title of                       maximum       maximum      
Securities        Amount       offering      aggregate
to be             to be        price         offering     Amount of
registered        registered   per unit(a)   price (a)    registration fee
- ----------------------------------------------------------------------------
Common Stock,     950,000
$.01 par value    shares       $11.625      $11,043,750   $3,808.19

(a)  Estimated solely for the purpose of determining the registration fee.
Pursuant to Section 6(b) of the Securities Act of 1933 and Rule 457(c) of
the Securities Act Rules, the computation of fees is based upon the average
of the high and low prices on September 18, 1996, of the Common Stock as
reported in The Wall Street Journal on September 19, 1996.

The approximate date of commencement of the proposed sale of the securities
to the public is as soon as practicable following the effective date of
this Registration Statement.
                                        
                                        
                                  PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company hereby incorporates by reference into this Registration
Statement the following documents filed with the Commission:

1.   The Company's annual report on Form 10-K for the fiscal year ended
     October 31, 1995  filed pursuant to Section 13(a) of the Exchange Act;

2.   The Company's quarterly reports on Form 10-Q for the fiscal quarters
     ended January 31, 1996, April 28, 1996 and July 28, 1996, filed
     pursuant to Section 13(a) of the Exchange Act;

3.   The Company's proxy statement dated March 8, 1996, filed pursuant to
     Section 14 of the Exchange Act;

4.   The description of the Company's Common Stock, registered under
     Section 12 of the Exchange Act, which is contained in the Registration
     Statement filed under such Act, including any amendment or report
     filed for the purpose of updating such description.

     All reports and definitive proxy or information statements
subsequently filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.  See "Available Information."  Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently-filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.

     The Company will provide without charge to each person to whom a
prospectus is delivered, upon request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than
exhibits to such documents not specifically incorporated by reference).
Written or telephone requests should be directed to Optical Coating
Laboratory, Inc., 2789 Northpoint Parkway, Santa Rosa, California  95407-
7397, Telephone (707) 545-6440, Attention: John M. Markovich, Vice
President, Finance and Chief Financial Officer.

ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        In June 1986, Delaware enacted legislation which authorizes
corporations to eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach or
alleged breach of directors' fiduciary "duty of care."  Under prior
Delaware law, directors were accountable to corporations and their
stockholders for monetary damages for conduct constituting gross negligence
in the exercise of their duty of care. Although the new statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission.  Numerous
lawsuits alleging breach of directors' duty of care have been filed in
connection with corporate mergers and acquisitions.  The new statute
permits corporations to limit available remedies of stockholders in
connection with these transactions, as well as in other circumstances.  The
legislation has no effect on director's liability for (1) breach of the
director's duty of loyalty, (2) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, (3) a
corporation's illegal payment of dividends, and (4) approval of any
transaction from which the director derives an improper personal benefit.
The statute will have no effect on claims arising under the federal
securities laws.

     In connection with the Company's reincorporation in Delaware in
November 1987, the Company included in its Certificate of Incorporation a
provision limiting directors' liability to the greatest extent permitted by
Delaware corporate law.  In addition, the Certificate of Incorporation and
the Company's Bylaws provide that the Company will indemnify its directors
and officers to the fullest extent permitted under Delaware law, including
circumstances in which indemnification is otherwise discretionary.  The
Company submitted these charter and Bylaw provisions to its stockholders,
who approved them in March 1987.  In addition, the Company has entered into
separate Indemnification Agreements with its directors and officers to the
full extent permitted by applicable law and the Company's Certificate of
Incorporation.  The general effect of the indemnification provisions of the
Bylaws and the Indemnification Agreements is to require the Company, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as
directors or officers (provided the officer or director acted in good faith
and in a manner he or she believed to be in or not opposed to the best
interests of the Company and, with respect to a criminal proceeding,
provided he or she had no reasonable cause to believe that the conduct was
unlawful), and to advance their expenses (including attorneys' fees)
incurred as a result of any proceeding against them as to which they could
be indemnified.  The Company believes that its charter and Bylaw provisions
and the separate Indemnification Agreements are necessary to attract and
retain qualified persons as directors and officers.

     At present, the Company is not aware of any threatened litigation or
proceeding which could result in a claim for indemnification by any
director or officer.

     Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

4(a) Restated Certificate of Incorporation dated June 10, 1988.
     Incorporated by reference to Exhibit 4(a) of Registrant's Form 10-Q
     for the quarter ended July 31, 1988.

4(b) Bylaws. Incorporated by reference to Registrant's Form 8-K dated
     November 2, 1987.

4(c) Rights Agreement between Registrant and First Interstate Bank of
     California dated November 25, 1987.  Incorporated by reference to
     Exhibit 4 of Registrant's Form 10-K for the fiscal year ended October
     31, 1987.

4(d) Stock Purchase Agreement dated as of February 6, 1995 by and between
     the Registrant, Netra Corporation and the Sellers as identified on the
     signature page of said agreement, each a shareholder of Netra
     Corporation, for the purchase by the Registrant of all of the shares
     of common and preferred stock of Netra Corporation.  Incorporated by
     reference to Exhibit (4) of Registrant's Form 10-Q for the quarter
     ended April 30, 1995.

4(e) Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C
     Convertible Redeemable Preferred Stock Purchase Agreement among the
     Registrant and the investors named therein dated as of May 1, 1995.
     Incorporated by reference to Exhibit 4(e) of Registrant's Form S-8
     dated July 6, 1995.

4(f) Certificate of Designation, Preferences and Rights of Series C
     Convertible Redeemable Preferred Stock of Optical Coating Laboratory,
     Inc. dated May 2, 1995. Incorporated by reference to Exhibit 4(f) of
     Registrant's Form S-8 dated July 6, 1995.

5*    Opinion and consent of Collette & Erickson.

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

23(a)*     Consent of Deloitte & Touche LLP

23(b)*     Consent of Counsel  (See Exhibit 5, above).

24   Power of Attorney  (See page II-7).

28   Not Applicable

99   1996 Incentive Compensation Plan.  Incorporated by reference to
     Registrant's Proxy Statement dated March 8, 1996.



ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of
          the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the
          information set forth in the registration statement;

          (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post- effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Rosa and State of
California, on the 27th day of September 1996.

                         OPTICAL COATING LABORATORY, INC.




                         By   /S/JOHN M. MARKOVICH
                         ______________________________________________
                                 John M. Markovich
                              Vice President, Finance
                            and Chief Financial Officer

                                        
                                        
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears above or below hereby appoints John V. Erickson, Joseph C. Zils,
John M. Markovich or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacities, to sign and file any and
all amendments to this registration statement under the Securities Act of
1933, and all exhibits and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-
fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

  SIGNATURE                         TITLE                    DATE

                            Chairman of the Board,
                               President and
/S/HERBERT M. DWIGHT, JR.  Chief Executive Officer    September 27, 1996
Herbert M. Dwight, Jr.

                            Vice President, Finance
/S/JOHN M. MARKOVICH      and Chief Financial Officer September 27, 1996
John M. Markovich

                                 Vice President
/S/JOHN MCCULLOUGH                and Director        September 27, 1996
John McCullough


/S/DOUGLAS C. CHANCE               Director           September 27, 1996
Douglas C. Chance


/S/JULIAN SCHROEDER                Director          September 27,1996
Julian Schroeder


/S/RENN ZAPHIROPOULOS              Director         September 27,1996
Renn Zaphiropoulos

                                        
                                        
                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                           EXHIBIT
__________________________________________________________________________

4(a) Restated Certificate of Incorporation dated June 10, 1988.
     Incorporated by reference to Exhibit 4(a) of Registrant's Form 10-Q
     for the quarter ended July 31, 1988.

4(b) Bylaws. Incorporated by reference to Registrant's Form 8-K dated
     November 2, 1987.

4(c) Rights Agreement between Registrant and First Interstate Bank of
     California dated November 25, 1987.  Incorporated by reference to
     Exhibit 4 of Registrant's Form 10-K for fiscal year ended October 31,
     1987.

4(d) Stock Purchase Agreement dated as of February 6, 1995 by and between
     the Registrant, Netra Corporation and the Sellers as identified on the
     signature page of said agreement, each a shareholder of Netra
     Corporation, for the purchase by the Registrant of all of the shares
     of common and preferred stock of Netra Corporation.  Incorporated by
     reference to Exhibit (4) of Registrant's Form 10-Q for the quarter
     ended April 30, 1995.

4(e) Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C
     Convertible Redeemable Preferred Stock Purchase Agreement among the
     Registrant and the investors named therein dated as of May 1, 1995.
     Incorporated by reference to Exhibit 4(e) of Registrant's Form S-8
     dated July 6, 1995.

4(f) Certificate of Designation, Preferences and Rights of Series C
     Convertible Redeemable Preferred Stock of Optical Coating Laboratory,
     Inc. dated May 2, 1995. Incorporated by reference to Exhibit 4(f) of
     Registrant's Form S-8 dated July 6, 1995.

5+   Opinion and consent of Collette & Erickson.

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

23(a) +   Consent of Deloitte & Touche LLP

23(b) +   Consent of Counsel  (See Exhibit 5, above).

24+  Power of Attorney  (See page II-7).

28   Not Applicable

99   1996 Incentive Compensation Plan.  Incorporated by reference to
     Registrant's Proxy Statement dated March 8, 1996.

+Items not previously filed.
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As filed with the Securities and Exchange Commission on September 27, 1996
                                             
                                             Registration No.

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          OPTICAL COATING LABORATORY, INC.
             (Exact name of registrant as specified in its charter)

       DELAWARE                                        68-0164244
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                             2789 NORTHPOINT PARKWAY
                       SANTA ROSA, CALIFORNIA  95407-7397
                    (Address of Principal Executive Offices)
                                        
                        OPTICAL COATING LABORATORY, INC.
                        1996 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                                        
                             HERBERT M. DWIGHT, JR.
                        Optical Coating Laboratory, Inc.
                             2789 Northpoint Parkway
                        Santa Rosa, California  95407-7397
                     (Name and address of agent for service)

                                   Copies to:
                                JOHN V. ERICKSON
                               Collette & Erickson
                              555 California Street
                        San Francisco, California  94104
                                 (415) 788-4646

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
                               Proposed      Proposed
Title of                       maximum       maximum      
Securities        Amount       offering      aggregate
to be             to be        price         offering     Amount of
registered        registered   per unit(a)   price (a)    registration fee
- ----------------------------------------------------------------------------
Common Stock,     950,000
$.01 par value    shares       $11.625      $11,043,750   $3,808.19

(a)  Estimated solely for the purpose of determining the registration fee.
Pursuant to Section 6(b) of the Securities Act of 1933 and Rule 457(c) of
the Securities Act Rules, the computation of fees is based upon the average
of the high and low prices on September 18, 1996, of the Common Stock as
reported in The Wall Street Journal on September 19, 1996.

The approximate date of commencement of the proposed sale of the securities
to the public is as soon as practicable following the effective date of
this Registration Statement.
                                        
                                        
                                  PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company hereby incorporates by reference into this Registration
Statement the following documents filed with the Commission:

1.   The Company's annual report on Form 10-K for the fiscal year ended
     October 31, 1995  filed pursuant to Section 13(a) of the Exchange Act;

2.   The Company's quarterly reports on Form 10-Q for the fiscal quarters
     ended January 31, 1996, April 28, 1996 and July 28, 1996, filed
     pursuant to Section 13(a) of the Exchange Act;

3.   The Company's proxy statement dated March 8, 1996, filed pursuant to
     Section 14 of the Exchange Act;

4.   The description of the Company's Common Stock, registered under
     Section 12 of the Exchange Act, which is contained in the Registration
     Statement filed under such Act, including any amendment or report
     filed for the purpose of updating such description.

     All reports and definitive proxy or information statements
subsequently filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.  See "Available Information."  Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently-filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement.

     The Company will provide without charge to each person to whom a
prospectus is delivered, upon request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than
exhibits to such documents not specifically incorporated by reference).
Written or telephone requests should be directed to Optical Coating
Laboratory, Inc., 2789 Northpoint Parkway, Santa Rosa, California  95407-
7397, Telephone (707) 545-6440, Attention: John M. Markovich, Vice
President, Finance and Chief Financial Officer.

ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        In June 1986, Delaware enacted legislation which authorizes
corporations to eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach or
alleged breach of directors' fiduciary "duty of care."  Under prior
Delaware law, directors were accountable to corporations and their
stockholders for monetary damages for conduct constituting gross negligence
in the exercise of their duty of care. Although the new statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission.  Numerous
lawsuits alleging breach of directors' duty of care have been filed in
connection with corporate mergers and acquisitions.  The new statute
permits corporations to limit available remedies of stockholders in
connection with these transactions, as well as in other circumstances.  The
legislation has no effect on director's liability for (1) breach of the
director's duty of loyalty, (2) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, (3) a
corporation's illegal payment of dividends, and (4) approval of any
transaction from which the director derives an improper personal benefit.
The statute will have no effect on claims arising under the federal
securities laws.

     In connection with the Company's reincorporation in Delaware in
November 1987, the Company included in its Certificate of Incorporation a
provision limiting directors' liability to the greatest extent permitted by
Delaware corporate law.  In addition, the Certificate of Incorporation and
the Company's Bylaws provide that the Company will indemnify its directors
and officers to the fullest extent permitted under Delaware law, including
circumstances in which indemnification is otherwise discretionary.  The
Company submitted these charter and Bylaw provisions to its stockholders,
who approved them in March 1987.  In addition, the Company has entered into
separate Indemnification Agreements with its directors and officers to the
full extent permitted by applicable law and the Company's Certificate of
Incorporation.  The general effect of the indemnification provisions of the
Bylaws and the Indemnification Agreements is to require the Company, among
other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as
directors or officers (provided the officer or director acted in good faith
and in a manner he or she believed to be in or not opposed to the best
interests of the Company and, with respect to a criminal proceeding,
provided he or she had no reasonable cause to believe that the conduct was
unlawful), and to advance their expenses (including attorneys' fees)
incurred as a result of any proceeding against them as to which they could
be indemnified.  The Company believes that its charter and Bylaw provisions
and the separate Indemnification Agreements are necessary to attract and
retain qualified persons as directors and officers.

     At present, the Company is not aware of any threatened litigation or
proceeding which could result in a claim for indemnification by any
director or officer.

     Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

4(a) Restated Certificate of Incorporation dated June 10, 1988.
     Incorporated by reference to Exhibit 4(a) of Registrant's Form 10-Q
     for the quarter ended July 31, 1988.

4(b) Bylaws. Incorporated by reference to Registrant's Form 8-K dated
     November 2, 1987.

4(c) Rights Agreement between Registrant and First Interstate Bank of
     California dated November 25, 1987.  Incorporated by reference to
     Exhibit 4 of Registrant's Form 10-K for the fiscal year ended October
     31, 1987.

4(d) Stock Purchase Agreement dated as of February 6, 1995 by and between
     the Registrant, Netra Corporation and the Sellers as identified on the
     signature page of said agreement, each a shareholder of Netra
     Corporation, for the purchase by the Registrant of all of the shares
     of common and preferred stock of Netra Corporation.  Incorporated by
     reference to Exhibit (4) of Registrant's Form 10-Q for the quarter
     ended April 30, 1995.

4(e) Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C
     Convertible Redeemable Preferred Stock Purchase Agreement among the
     Registrant and the investors named therein dated as of May 1, 1995.
     Incorporated by reference to Exhibit 4(e) of Registrant's Form S-8
     dated July 6, 1995.

4(f) Certificate of Designation, Preferences and Rights of Series C
     Convertible Redeemable Preferred Stock of Optical Coating Laboratory,
     Inc. dated May 2, 1995. Incorporated by reference to Exhibit 4(f) of
     Registrant's Form S-8 dated July 6, 1995.

5*    Opinion and consent of Collette & Erickson.

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

23(a)*     Consent of Deloitte & Touche LLP

23(b)*     Consent of Counsel  (See Exhibit 5, above).

24   Power of Attorney  (See page II-7).

28   Not Applicable

99   1996 Incentive Compensation Plan.  Incorporated by reference to
     Registrant's Proxy Statement dated March 8, 1996.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of
          the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the
          information set forth in the registration statement;

          (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post- effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Rosa and State of
California, on the 27th day of September 1996.

                         OPTICAL COATING LABORATORY, INC.

                         By   /S/JOHN M. MARKOVICH
                         ______________________________________________
                                 John M. Markovich
                              Vice President, Finance
                            and Chief Financial Officer

                                        
                                        
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears above or below hereby appoints John V. Erickson, Joseph C. Zils,
John M. Markovich or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacities, to sign and file any and
all amendments to this registration statement under the Securities Act of
1933, and all exhibits and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-
fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

  SIGNATURE                         TITLE                    DATE

                            Chairman of the Board,
                               President and
/S/HERBERT M. DWIGHT, JR.  Chief Executive Officer    September 27, 1996
Herbert M. Dwight, Jr.

                            Vice President, Finance
/S/JOHN M. MARKOVICH      and Chief Financial Officer September 27, 1996
John M. Markovich

                                 Vice President
/S/JOHN MCCULLOUGH                and Director        September 27, 1996
John McCullough

/S/DOUGLAS C. CHANCE               Director           September 27, 1996
Douglas C. Chance

/S/JULIAN SCHROEDER                Director          September 27,1996
Julian Schroeder

/S/RENN ZAPHIROPOULOS              Director         September 27,1996
Renn Zaphiropoulos

                                        
                                        
                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                           EXHIBIT
__________________________________________________________________________

4(a) Restated Certificate of Incorporation dated June 10, 1988.
     Incorporated by reference to Exhibit 4(a) of Registrant's Form 10-Q
     for the quarter ended July 31, 1988.

4(b) Bylaws. Incorporated by reference to Registrant's Form 8-K dated
     November 2, 1987.

4(c) Rights Agreement between Registrant and First Interstate Bank of
     California dated November 25, 1987.  Incorporated by reference to
     Exhibit 4 of Registrant's Form 10-K for fiscal year ended October 31,
     1987.

4(d) Stock Purchase Agreement dated as of February 6, 1995 by and between
     the Registrant, Netra Corporation and the Sellers as identified on the
     signature page of said agreement, each a shareholder of Netra
     Corporation, for the purchase by the Registrant of all of the shares
     of common and preferred stock of Netra Corporation.  Incorporated by
     reference to Exhibit (4) of Registrant's Form 10-Q for the quarter
     ended April 30, 1995.

4(e) Optical Coating Laboratory, Inc. 12,000 shares of 8% Series C
     Convertible Redeemable Preferred Stock Purchase Agreement among the
     Registrant and the investors named therein dated as of May 1, 1995.
     Incorporated by reference to Exhibit 4(e) of Registrant's Form S-8
     dated July 6, 1995.

4(f) Certificate of Designation, Preferences and Rights of Series C
     Convertible Redeemable Preferred Stock of Optical Coating Laboratory,
     Inc. dated May 2, 1995. Incorporated by reference to Exhibit 4(f) of
     Registrant's Form S-8 dated July 6, 1995.

5+   Opinion and consent of Collette & Erickson.

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

23(a) +   Consent of Deloitte & Touche LLP

23(b) +   Consent of Counsel  (See Exhibit 5, above).

24+  Power of Attorney  (See page II-7).

28   Not Applicable

99   1996 Incentive Compensation Plan.  Incorporated by reference to
     Registrant's Proxy Statement dated March 8, 1996.

+Items not previously filed.