<PAGE>
                  Registration Statement Consists of 13 pages.
                      The Exhibit Index appears on page 7.


                                              Registration No. 33-_________

     As filed with the Securities and Exchange Commission on May 3, 1995.
     --------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                           ------------------------

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


           DELAWARE                                   36-1569000
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)

               1000 WINTER STREET, WALTHAM, MASSACHUSETTS 02154
                   (Address of Principal Executive Offices)

                             OAK INDUSTRIES INC.
                 1995 STOCK OPTION AND RESTRICTED STOCK PLAN
                          (Full title of the Plan)

                          ------------------------

                               PAUL J. HALAS
            Senior Vice President, General Counsel and Secretary
                            Oak Industries Inc.
                            1000 Winter Street
                            Waltham, MA 02154
                  (Name and address of agent for service)

                             (617) 890-0400
      (Telephone number, including area code, of agent for service)



<PAGE>
                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
                               Proposed       Proposed
Title of                       Maximum        Maximum
Securities       Amount        Offering       Aggregate         Amount of
to be            to be         Price          Offering        Registration
Registered       Registered    Per Share      Price             Fee
- ---------------------------------------------------------------------------
<S>              <C>            <C>           <C>               <C>
Common Stock      538,515 (1)   $26.625       $14,337,961.88    $ 4,944.12
$.01 par value    shares

Common Stock      56,000 (1)    $25.375       $ 1,421,000.00    $   490.00
$.01 par value    shares

Common Stock      1,405,485     $29.000 (2)   $40,759,065.00    $14,054.85

- ---------------------------------------------------------------------------
<FN>
(1)  These shares are issuable upon the exercise of outstanding options with 
fixed exercise prices.  Pursuant to Rule 457(h)(1), the aggregate offering 
price and the fee has been computed upon the basis of the price at which the 
options may be exercised.

(2)  Estimated solely for the purpose of calculating the aggregate offering 
price and registration fee for those shares without a fixed exercise price 
pursuant to Rule 457(h)(1) using the basis of $29.00, the average of the high 
and low reported prices as posted in the Wall Street Journal, New York Stock 
Exchange Composite Transactions on April 28, 1995, a date within 5 days prior 
to the date of filing this Registration Statement.
</TABLE>

<PAGE>
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information required by Item 1 of this 
Form S-8 and the statement of availability of Registrant information, and 
other information required by Item 2 of this Form will be sent or given to 
employees as specified by Rule 428 under the Securities Act of 1933, as 
amended (the "Act").  In accordance with Rule 428 and the requirements of Part 
I of Form S-8, such documents are not being filed with the Securities and 
Exchange Commission (the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  
Oak Industries Inc. (the "Company" or the "Registrant") shall maintain a file 
of such documents in accordance with the provisions of Rule 428.  Upon 
request, the Registrant shall furnish to the Commission or its staff a copy of 
any or all of the documents included in such file.


                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   Oak Industries Inc. hereby incorporates by reference the documents listed 
in (a) and (b) below, which have previously been filed with the Commission.

   (a)  The Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1994.

   (b)  The Company's Quarterly Report on Form 10-Q for the period ended March 
31, 1995.

   (c)  The description of the Company's common stock contained in the 
Registration Statement on Form 8-A filed with the Commission under the 
Securities Exchange Act of 1934, as amended, on December 8, 1986.

   In addition, all documents subsequently filed with the Commission by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, as amended, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereunder have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not Required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the Delaware General Corporation Law empowers a Delaware 
corporation to indemnify any person who was or is a party or is threatened to 
be made a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of such corporation) by reason of the fact 
that such person is or was a director, officer, employee or agent of such 
corporation, or is or was serving at the request of such corporation as a 
director, officer, employee or agent of another corporation or enterprise.  A 
corporation may indemnify such person against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by such person in connection with such action, suit or proceeding if 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful.  A Delaware corporation may indemnify officers and directors in 
an action by or in the right of the corporation to procure a judgment in its 
favor under the same conditions, except that no indemnification is permitted 
without judicial approval if the officer or director is adjudged to be liable 
to the corporation.  Where an officer or director is successful on the merits 
or otherwise in the defense of any action referred to above, the corporation 
must indemnify him against the expenses (including attorneys' fees) which he 
actually and reasonably incurred in connection therewith.  The indemnification 
provided is not deemed to be exclusive of any other rights to which an officer 
or director may be entitled under any corporation's by-laws, agreement, vote 
or otherwise.

   In accordance with Section 145 of the Delaware General Corporation Law, the 
Restated Certificate of Incorporation, as amended, of the Company contains the 
following provisions with respect to indemnification of directors, officers, 
employees or agents of the Company and with respect to limitations on the 
personal liability of directors of the Company:

   "TWELFTH:  The Corporation shall, to the fullest extent to which it is 
empowered to do so by the General Corporation Law of Delaware, or any other 
applicable laws, as from time to time in effect, indemnify any person who was 
or is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director or officer of the Corporation or a division thereof, or is or was 
serving at the request of the Corporation as a director or officer of another 
corporation, partnership, joint venture, trust or other enterprise, against 
all expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him in connection with such 
action, suit or proceeding.

   The provisions of this Article shall be deemed to be a contract between the 
Corporation and each director or officer who serves in any such capacity at 
any time while this Article and the relevant provisions of the General 
Corporation Law of Delaware or other applicable law, if any, are in effect, 
and any repeal or modification of any such law shall not affect any rights or 
obligations then existing with respect to any state of facts then or 
theretofore existing or any action, suit or proceeding theretofore or 
thereafter brought or threatened based in whole or in part upon any such state 
of facts.

   Persons who are not covered by the foregoing provisions of this Article and 
who are or were employees or agents of the Corporation or a division thereof, 
or are or were serving at the request of the Corporation as employees or 
agents of another corporation, partnership, joint venture, trust or other 
enterprise, may be indemnified to the extent authorized at any time or from 
time to time by the Board of Directors of the Corporation.

   The indemnification provided or permitted by this Article shall not be 
deemed exclusive of any other rights to which those indemnified may be 
entitled by law or otherwise, and shall continue as to a person who has ceased 
to be a director, officer, employee or agent and shall inure to the benefit of 
the heirs, executors and administrators of such a person.
   The corporation shall have power to purchase and maintain insurance on 
behalf of any person who is or was a director, officer, employee or agent of 
the Corporation, or is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise against any liability asserted 
against him and incurred by him in any such capacity, or arising out of his 
status as such, whether or not the corporation would have the power to 
indemnify him against such liability under the provisions of this Article.

   THIRTEENTH:  A director of the Corporation shall not be personally liable 
to the Corporation or its stockholders for monetary damages for breach of 
fiduciary duty as a director, except for liability (i) for any breach of the 
director's duty of loyalty to the Corporation or its stockholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct or 
a knowing violation of law, (iii) under Section 174 of the Delaware General 
Corporation Law, or (iv) for any transaction from which the director derived 
any improper personal benefit.  If the Delaware General Corporation Law is 
amended after approval by the stockholders of this Article to authorize 
corporate action further eliminating or limiting the personal liability of 
directors, then the liability of a director of the Corporation shall be 
eliminated or limited to the fullest extent permitted by the Delaware General 
Corporation Law, as so amended.

   Any repeal or modification of the foregoing paragraph by the stockholders 
of the Corporation shall not adversely affect any right or protection of a 
director of the Corporation existing at the time of such repeal or 
modification."

   In addition to restating the language of ARTICLE TWELFTH of the Company's 
Restated Certificate of Incorporation, as amended, the Company's by-laws 
provide that the Company may, although it is not so required, indemnify any 
person by reason of the fact that such person is or was a director, officer, 
employee or agent of a constituent corporation absorbed in a consolidation or 
merger in which the corporation was the resulting or surviving corporation.

   The Company has an insurance policy that insures the Company's directors 
and officers against certain liabilities which may be incurred in connection 
with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not Applicable.

ITEM. 8.  EXHIBITS.

   The following is a complete list of exhibits filed or incorporated by 
reference as part of this Registration Statement.

   Exhibit

   5.1    Opinion of Ropes & Gray as to the legality of the securities being 
          registered.
   23.1   Consent of Counsel (included in Exhibit 5.1 hereto)
   23.2   Consent of Price Waterhouse LLP, Independent Auditors
   24.1   Powers of Attorney (included in Part II of this Registration 
          Statement)

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; and

          (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) herein do
          not apply if the Registration Statement is on Form S-3, Form S-8 or 
          Form F-3, and the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic 
          reports filed with or furnished to the Commission 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; and

      (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.

   (c)  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 such 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, as amended, 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 Boston, Commonwealth of 
Massachusetts, on this 2nd day of May, 1995.


                                      OAK INDUSTRIES INC.

                                By:  /S/ PAUL J. HALAS
                                         PAUL J. HALAS
                                         Senior Vice President, 
                                         General Counsel and Secretary


   Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities and on the date indicated.

   Each person whose signature appears below constitutes and appoints Paul J. 
Halas as his true and lawful attorney-in-fact and agent, with full power of 
substitution, for him and in his name, place and stead, in any and all 
capacities to sign any or all amendments, or post-effective amendments to this 
Registration Statement and to file the same, with all exhibits thereto and 
other documents in connection therewith, with the Commission, granting unto 
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 fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorney-in-fact and 
agent or his substitute, may lawfully do or cause to be done by virtue hereof.

<PAGE>
<TABLE>
<CAPTION>
        NAME                      TITLE                        DATE
        ----                      -----                        ----
                                  <C>                          <C>
<S>
 /S/ WILLIAM S. ANTLE III         President and                May 2,1995
(WILLIAM S. ANTLE III)            Chief Executive Officer

/S/ WILLIAM C. WEAVER             Senior Vice President and    May 2, 1995
(WILLIAM C. WEAVER)               Chief Financial Officer

/S/ THE LORD STEVENS OF LUDGATE   Director                     May 2, 1995
(THE LORD STEVENS OF LUDGATE)

/S/ RODERICK M. HILLS             Director                     May 2, 1995
(RODERICK M. HILLS)

/S/ DANIEL W. DERBES              Director                     May 2, 1995
(DANIEL W. DERBES)

/S/ GEORGE W. LEISZ               Director                     May 2, 1995
(GEORGE W. LEISZ)

/S/ GILBERT E. MATTHEWS           Director                     May 2, 1995
(GILBERT E. MATTHEWS)

/S/ CHRISTOPHER H.B. MILLS        Director                     May 2, 1995
(CHRISTOPHER H.B. MILLS)

/S/ ELLIOT L. RICHARDSON          Director                     May 2, 1995
(ELLIOT L. RICHARDSON)
</TABLE>

<PAGE>
                                EXHIBIT 5.1


May 3, 1995


Oak Industries Inc.
Bay Colony Corporate Center
1000 Winter Street
Waltham, MA 02154

Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

   We are furnishing this opinion in connection with your Registration 
Statement on Form S-8 (the "Registration Statement") to be filed with the 
Securities and Exchange Commission (the "Commission") under the Securities Act 
of 1933, as amended (the "Act"), covering, among other things, 2,000,000 
shares of your Common Stock, $.01 par value (the "1995 Plan Shares"), to be 
registered for offering pursuant to your 1995 Stock Option and Restricted 
Stock Plan.

   We have examined and relied upon:

   (a)  Copies of your Certificate of Incorporation and By-Laws, as amended to 
date;

   (b)  A copy of said Registration Statement in the form to be filed with the 
Commission together with the exhibits thereto; and

   (c)  Such other documents and records as we have deemed necessary for 
purposes of this opinion.

   We assume that you will take all steps necessary to comply with the Act and 
applicable state laws in connection with the offering and sale of the above-
mentioned shares.

   Based upon the foregoing, we are of the opinion that the 1995 Plan Shares 
have been duly authorized and, upon their issuance and sale against receipt of 
the agreed consideration therefor in accordance with the terms and provisions 
of the 1995 Stock Option and Restricted Stock Plan, the 1995 Plan Shares will 
be validly issued, fully paid and non-assessable.

   We hereby consent to the filing of this opinion with and as part of said 
Registration Statement on Form S-8.

Very truly yours,


Ropes & Gray

<PAGE>
                                  EXHIBIT 23.2

                        CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated January 20, 1995 appearing on page 
21 of Oak Industries Inc.'s Annual Report on Form 10-K for the year ended 
December 31, 1994.


Price Waterhouse LLP
Boston, Massachusetts
May 3, 1995

<PAGE>

                               OAK INDUSTRIES INC.
                               1000 Winter Street
                               Waltham, MA  02154



May 3, 1995

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:   Oak Industries 1995 Stock Option and Restricted Stock Plan
      Registration Statement on Form S-8

Ladies and Gentlemen:

On behalf of Oak Industries Inc. (the "Company"), being submitted herewith for 
filing pursuant to the Securities Act of 1933, as amended, please find one 
copy of a Registration Statement on Form S-8, including all exhibits thereto.  
The Company caused the filing fee in the aggregate amount of $19,488.97 to be 
wire transferred to the Securities and Exchange Commission's account at the 
Mellon Bank in Pittsburgh earlier today, May 3, 1995.

Please do not hesitate to telephone the undersigned collect at (617) 890-0400 
for any further information.

Very truly yours,



Mela Lew
Senior Counsel
[{"type": "S-8", "sequence": "1", "description": "S-8, EX 5.1, EX23.2 AND COVER LTR", "secsgml_size_bytes": 23694}]
{"company-data": {"conformed-name": "OAK INDUSTRIES INC", "cik": "0000073568", "assigned-sic": "3822", "irs-number": "361569000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59073", "film-number": "95534338"}, "business-address": {"street1": "1000 WINTER STREET", "street2": "BAY COLONY CORP CENTER", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178900400"}, "mail-address": {"street1": "BAY COLONY CORPORATE CENTER", "street2": "1000 WINTER STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}, "former-company": {"former-conformed-name": "OAK ELECTRONETICS CORP", "date-changed": "19720827"}}
Registration Statement Consists of 13 pages.
                      The Exhibit Index appears on page 7.

                                              Registration No. 33-_________

     As filed with the Securities and Exchange Commission on May 3, 1995.
     --------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                           ------------------------

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

           DELAWARE                                   36-1569000
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)

               1000 WINTER STREET, WALTHAM, MASSACHUSETTS 02154
                   (Address of Principal Executive Offices)

                             OAK INDUSTRIES INC.
                 1995 STOCK OPTION AND RESTRICTED STOCK PLAN
                          (Full title of the Plan)

                          ------------------------

                               PAUL J. HALAS
            Senior Vice President, General Counsel and Secretary
                            Oak Industries Inc.
                            1000 Winter Street
                            Waltham, MA 02154
                  (Name and address of agent for service)

                             (617) 890-0400
      (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
                               Proposed       Proposed
Title of                       Maximum        Maximum
Securities       Amount        Offering       Aggregate         Amount of
to be            to be         Price          Offering        Registration
Registered       Registered    Per Share      Price             Fee
- ---------------------------------------------------------------------------
Common Stock      538,515 (1)   $26.625       $14,337,961.88    $ 4,944.12
$.01 par value    shares

Common Stock      56,000 (1)    $25.375       $ 1,421,000.00    $   490.00
$.01 par value    shares

Common Stock      1,405,485     $29.000 (2)   $40,759,065.00    $14,054.85

- ---------------------------------------------------------------------------
(1)  These shares are issuable upon the exercise of outstanding options with 
fixed exercise prices.  Pursuant to Rule 457(h)(1), the aggregate offering 
price and the fee has been computed upon the basis of the price at which the 
options may be exercised.

(2)  Estimated solely for the purpose of calculating the aggregate offering 
price and registration fee for those shares without a fixed exercise price 
pursuant to Rule 457(h)(1) using the basis of $29.00, the average of the high 
and low reported prices as posted in the Wall Street Journal, New York Stock 
Exchange Composite Transactions on April 28, 1995, a date within 5 days prior 
to the date of filing this Registration Statement.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information required by Item 1 of this 
Form S-8 and the statement of availability of Registrant information, and 
other information required by Item 2 of this Form will be sent or given to 
employees as specified by Rule 428 under the Securities Act of 1933, as 
amended (the "Act").  In accordance with Rule 428 and the requirements of Part 
I of Form S-8, such documents are not being filed with the Securities and 
Exchange Commission (the "Commission") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  
Oak Industries Inc. (the "Company" or the "Registrant") shall maintain a file 
of such documents in accordance with the provisions of Rule 428.  Upon 
request, the Registrant shall furnish to the Commission or its staff a copy of 
any or all of the documents included in such file.

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   Oak Industries Inc. hereby incorporates by reference the documents listed 
in (a) and (b) below, which have previously been filed with the Commission.

   (a)  The Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1994.

   (b)  The Company's Quarterly Report on Form 10-Q for the period ended March 
31, 1995.

   (c)  The description of the Company's common stock contained in the 
Registration Statement on Form 8-A filed with the Commission under the 
Securities Exchange Act of 1934, as amended, on December 8, 1986.

   In addition, all documents subsequently filed with the Commission by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, as amended, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereunder have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not Required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the Delaware General Corporation Law empowers a Delaware 
corporation to indemnify any person who was or is a party or is threatened to 
be made a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of such corporation) by reason of the fact 
that such person is or was a director, officer, employee or agent of such 
corporation, or is or was serving at the request of such corporation as a 
director, officer, employee or agent of another corporation or enterprise.  A 
corporation may indemnify such person against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by such person in connection with such action, suit or proceeding if 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful.  A Delaware corporation may indemnify officers and directors in 
an action by or in the right of the corporation to procure a judgment in its 
favor under the same conditions, except that no indemnification is permitted 
without judicial approval if the officer or director is adjudged to be liable 
to the corporation.  Where an officer or director is successful on the merits 
or otherwise in the defense of any action referred to above, the corporation 
must indemnify him against the expenses (including attorneys' fees) which he 
actually and reasonably incurred in connection therewith.  The indemnification 
provided is not deemed to be exclusive of any other rights to which an officer 
or director may be entitled under any corporation's by-laws, agreement, vote 
or otherwise.

   In accordance with Section 145 of the Delaware General Corporation Law, the 
Restated Certificate of Incorporation, as amended, of the Company contains the 
following provisions with respect to indemnification of directors, officers, 
employees or agents of the Company and with respect to limitations on the 
personal liability of directors of the Company:

   "TWELFTH:  The Corporation shall, to the fullest extent to which it is 
empowered to do so by the General Corporation Law of Delaware, or any other 
applicable laws, as from time to time in effect, indemnify any person who was 
or is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director or officer of the Corporation or a division thereof, or is or was 
serving at the request of the Corporation as a director or officer of another 
corporation, partnership, joint venture, trust or other enterprise, against 
all expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him in connection with such 
action, suit or proceeding.

   The provisions of this Article shall be deemed to be a contract between the 
Corporation and each director or officer who serves in any such capacity at 
any time while this Article and the relevant provisions of the General 
Corporation Law of Delaware or other applicable law, if any, are in effect, 
and any repeal or modification of any such law shall not affect any rights or 
obligations then existing with respect to any state of facts then or 
theretofore existing or any action, suit or proceeding theretofore or 
thereafter brought or threatened based in whole or in part upon any such state 
of facts.

   Persons who are not covered by the foregoing provisions of this Article and 
who are or were employees or agents of the Corporation or a division thereof, 
or are or were serving at the request of the Corporation as employees or 
agents of another corporation, partnership, joint venture, trust or other 
enterprise, may be indemnified to the extent authorized at any time or from 
time to time by the Board of Directors of the Corporation.

   The indemnification provided or permitted by this Article shall not be 
deemed exclusive of any other rights to which those indemnified may be 
entitled by law or otherwise, and shall continue as to a person who has ceased 
to be a director, officer, employee or agent and shall inure to the benefit of 
the heirs, executors and administrators of such a person.
   The corporation shall have power to purchase and maintain insurance on 
behalf of any person who is or was a director, officer, employee or agent of 
the Corporation, or is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise against any liability asserted 
against him and incurred by him in any such capacity, or arising out of his 
status as such, whether or not the corporation would have the power to 
indemnify him against such liability under the provisions of this Article.

   THIRTEENTH:  A director of the Corporation shall not be personally liable 
to the Corporation or its stockholders for monetary damages for breach of 
fiduciary duty as a director, except for liability (i) for any breach of the 
director's duty of loyalty to the Corporation or its stockholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct or 
a knowing violation of law, (iii) under Section 174 of the Delaware General 
Corporation Law, or (iv) for any transaction from which the director derived 
any improper personal benefit.  If the Delaware General Corporation Law is 
amended after approval by the stockholders of this Article to authorize 
corporate action further eliminating or limiting the personal liability of 
directors, then the liability of a director of the Corporation shall be 
eliminated or limited to the fullest extent permitted by the Delaware General 
Corporation Law, as so amended.

   Any repeal or modification of the foregoing paragraph by the stockholders 
of the Corporation shall not adversely affect any right or protection of a 
director of the Corporation existing at the time of such repeal or 
modification."

   In addition to restating the language of ARTICLE TWELFTH of the Company's 
Restated Certificate of Incorporation, as amended, the Company's by-laws 
provide that the Company may, although it is not so required, indemnify any 
person by reason of the fact that such person is or was a director, officer, 
employee or agent of a constituent corporation absorbed in a consolidation or 
merger in which the corporation was the resulting or surviving corporation.

   The Company has an insurance policy that insures the Company's directors 
and officers against certain liabilities which may be incurred in connection 
with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not Applicable.

ITEM. 8.  EXHIBITS.

   The following is a complete list of exhibits filed or incorporated by 
reference as part of this Registration Statement.

   Exhibit

   5.1    Opinion of Ropes & Gray as to the legality of the securities being 
          registered.
   23.1   Consent of Counsel (included in Exhibit 5.1 hereto)
   23.2   Consent of Price Waterhouse LLP, Independent Auditors
   24.1   Powers of Attorney (included in Part II of this Registration 
          Statement)

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; and

          (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) herein do
          not apply if the Registration Statement is on Form S-3, Form S-8 or 
          Form F-3, and the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic 
          reports filed with or furnished to the Commission 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; and

      (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.

   (c)  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 such 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, as amended, 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 Boston, Commonwealth of 
Massachusetts, on this 2nd day of May, 1995.

                                      OAK INDUSTRIES INC.

                                By:  /S/ PAUL J. HALAS
                                         PAUL J. HALAS
                                         Senior Vice President, 
                                         General Counsel and Secretary

   Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in 
the capacities and on the date indicated.

   Each person whose signature appears below constitutes and appoints Paul J. 
Halas as his true and lawful attorney-in-fact and agent, with full power of 
substitution, for him and in his name, place and stead, in any and all 
capacities to sign any or all amendments, or post-effective amendments to this 
Registration Statement and to file the same, with all exhibits thereto and 
other documents in connection therewith, with the Commission, granting unto 
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 fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorney-in-fact and 
agent or his substitute, may lawfully do or cause to be done by virtue hereof.
NAME                      TITLE                        DATE
        ----                      -----                        ----
/S/ WILLIAM S. ANTLE III         President and                May 2,1995
(WILLIAM S. ANTLE III)            Chief Executive Officer

/S/ WILLIAM C. WEAVER             Senior Vice President and    May 2, 1995
(WILLIAM C. WEAVER)               Chief Financial Officer

/S/ THE LORD STEVENS OF LUDGATE   Director                     May 2, 1995
(THE LORD STEVENS OF LUDGATE)

/S/ RODERICK M. HILLS             Director                     May 2, 1995
(RODERICK M. HILLS)

/S/ DANIEL W. DERBES              Director                     May 2, 1995
(DANIEL W. DERBES)

/S/ GEORGE W. LEISZ               Director                     May 2, 1995
(GEORGE W. LEISZ)

/S/ GILBERT E. MATTHEWS           Director                     May 2, 1995
(GILBERT E. MATTHEWS)

/S/ CHRISTOPHER H.B. MILLS        Director                     May 2, 1995
(CHRISTOPHER H.B. MILLS)

/S/ ELLIOT L. RICHARDSON          Director                     May 2, 1995
(ELLIOT L. RICHARDSON)
EXHIBIT 5.1

May 3, 1995

Oak Industries Inc.
Bay Colony Corporate Center
1000 Winter Street
Waltham, MA 02154

Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

   We are furnishing this opinion in connection with your Registration 
Statement on Form S-8 (the "Registration Statement") to be filed with the 
Securities and Exchange Commission (the "Commission") under the Securities Act 
of 1933, as amended (the "Act"), covering, among other things, 2,000,000 
shares of your Common Stock, $.01 par value (the "1995 Plan Shares"), to be 
registered for offering pursuant to your 1995 Stock Option and Restricted 
Stock Plan.

   We have examined and relied upon:

   (a)  Copies of your Certificate of Incorporation and By-Laws, as amended to 
date;

   (b)  A copy of said Registration Statement in the form to be filed with the 
Commission together with the exhibits thereto; and

   (c)  Such other documents and records as we have deemed necessary for 
purposes of this opinion.

   We assume that you will take all steps necessary to comply with the Act and 
applicable state laws in connection with the offering and sale of the above-
mentioned shares.

   Based upon the foregoing, we are of the opinion that the 1995 Plan Shares 
have been duly authorized and, upon their issuance and sale against receipt of 
the agreed consideration therefor in accordance with the terms and provisions 
of the 1995 Stock Option and Restricted Stock Plan, the 1995 Plan Shares will 
be validly issued, fully paid and non-assessable.

   We hereby consent to the filing of this opinion with and as part of said 
Registration Statement on Form S-8.

Very truly yours,

Ropes & Gray
EXHIBIT 23.2

                        CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated January 20, 1995 appearing on page 
21 of Oak Industries Inc.'s Annual Report on Form 10-K for the year ended 
December 31, 1994.

Price Waterhouse LLP
Boston, Massachusetts
May 3, 1995
OAK INDUSTRIES INC.
                               1000 Winter Street
                               Waltham, MA  02154

May 3, 1995

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:   Oak Industries 1995 Stock Option and Restricted Stock Plan
      Registration Statement on Form S-8

Ladies and Gentlemen:

On behalf of Oak Industries Inc. (the "Company"), being submitted herewith for 
filing pursuant to the Securities Act of 1933, as amended, please find one 
copy of a Registration Statement on Form S-8, including all exhibits thereto.  
The Company caused the filing fee in the aggregate amount of $19,488.97 to be 
wire transferred to the Securities and Exchange Commission's account at the 
Mellon Bank in Pittsburgh earlier today, May 3, 1995.

Please do not hesitate to telephone the undersigned collect at (617) 890-0400 
for any further information.

Very truly yours,

Mela Lew
Senior Counsel