Registration Statement Consists of 10 pages.
                      The Exhibit Index appears on page 7.


                                              Registration No. 33-_________

As filed with the Securities and Exchange Commission on September 21, 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)

                              Lasertron, Inc.
                     1982 Incentive Stock Option Plan
                                    and
                           1992 Stock Option Plan
                          (Full title of the Plans)

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

                                 MELA LEW
                  Senior Counsel and Assistant 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
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
                               Proposed       Proposed
Title of                       Maximum        Maximum
Securities       Amount        Offering       Aggregate         Amount of
to be            to be         Price          Offering        Registration
Registered     Registered(1)   Per Share      Price               Fee
---------------------------------------------------------------------------
<S>               <C>           <C>           <C>               <C>
Common Stock      356,205       $14.07        $5,011,804.35     $1,728.22
$.01 par value    shares

---------------------------------------------------------------------------
<FN>
(1)  These shares are issuable upon the exercise of outstanding options 
with fixed exercise prices, which options were granted under the 1982 
Incentive Stock Option Plan and the 1992 Stock Option Plan (collectively, 
the "Plans") of Lasertron, Inc. ("Lasertron"), a wholly-owned subsidiary of 
the Registrant.  Upon the acquisition of all of the capital stock of 
Lasertron on September 6, 1995 (the "Closing Date"), the Registrant assumed 
each of the Plans and the outstanding stock options granted thereunder.  
Pursuant to the Stock Purchase Agreement dated as of August 28, 1995 among 
the Registrant, Lasertron and the Stockholders listed on Exhibit I thereto, 
each Lasertron stock option as of the Closing Date became exercisable (when 
vested) for that number of whole shares of Registrant's common stock, $.01 
par value per share (the "Common Stock") equal to the product of the number 
of shares of Lasertron common stock that were issuable upon exercise of 
such option immediately prior to the Closing Date multiplied by 2.48832, 
rounded to the nearest whole number of shares of Registrant's Common Stock, 
and the per share exercise price for the shares of Registrant's Common 
Stock issuable upon exercise of such assumed option became equal to the 
quotient determined by dividing the exercise price per share of Lasertron 
Common Stock at which such option was exercisable immediately prior to the 
Closing Date by 2.48832, rounded to the nearest whole cent.  Pursuant to 
Rule 457(h)(1), the aggregate offering price and the fee have been computed 
upon the basis of the price at which the options may be exercised.
</TABLE>


                                     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 Reports on Form 10-Q for the periods ended 
March 31, 1995 and June 30, 1995 and the Company's Form 8-K as filed with 
the Commission on September 14, 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
   10.1   Lasertron, Inc. 1982 Incentive Stock Option Plan
   10.2   Lasertron, Inc. 1992 Stock Option Plan
   10.3   Form of Incentive Stock Option pursuant to the Lasertron, Inc. 
1982 Incentive Stock Option Plan
   10.4   Form of Non-Statutory Stock Option pursuant to the Lasertron, 
Inc. 1992 Stock Option Plan
   10.5   Form of Incentive Stock Option pursuant to the Lasertron, Inc. 
1992 Stock Option Plan
   23.1   Consent of Counsel (included in Exhibit 5.1 hereto)
   23.2   Consent of Price Waterhouse LLP
   23.3   Consent of KPMG Peat Marwick LLP
   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 Waltham, Commonwealth of 
Massachusetts, on this 21st day of September, 1995.


                                OAK INDUSTRIES INC.

                                By: /s/ COLEMAN S. HICKS
                                        Coleman S. Hicks
                                        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 Mela 
Lew 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 her substitute, may lawfully do or cause to be done by 
virtue hereof.

<TABLE>
<CAPTION>
    SIGNATURE                     TITLE                            DATE
    ---------                     -----                            ----
                                  <C>                              <C>
<S>
 WILLIAM S. ANTLE III             Director, President and          September 21,1995
/S/(WILLIAM S. ANTLE III)         Chief Executive Officer
                                  (Principal Executive Officer

/S/ THOMAS F. SHEEHAN             Vice President                   September 21, 1995
(THOMAS F. SHEEHAN)               Controller
                                  (Principal Financial Officer)

/S/ THE LORD STEVENS OF LUDGATE   Director                         September 21, 1995
(THE LORD STEVENS OF LUDGATE)

/S/ RODERICK M. HILLS             Director                         September 21, 1995
(RODERICK M. HILLS)

/S/ DANIEL W. DERBES              Director                         September 21, 1995
(DANIEL W. DERBES)

/S/ GEORGE W. LEISZ               Director                         September 21, 1995
(GEORGE W. LEISZ)

/S/ GILBERT E. MATTHEWS           Director                         September 21, 1995
(GILBERT E. MATTHEWS)

/S/ CHRISTOPHER H.B. MILLS        Director                         September 21, 1995
(CHRISTOPHER H.B. MILLS)

                                  Director                         September __, 1995
(ELLIOT L. RICHARDSON)
</TABLE>



                               OAK INDUSTRIES INC.
                               1000 Winter Street
                               Waltham, MA  02154



September 21, 1995

VIA EDGAR

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

Re:   Registration Statement on Form S-8 in connection with the assumption
      by Oak Industries Inc. of Lasertron, Inc.'s 1982 Incentive Stock
      Option Plan and 1992 Stock Option Plan

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 
$1,728.22 to be wire transferred to the Securities and Exchange 
Commission's account at the Mellon Bank in Pittsburgh earlier today, 
September 21, 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 DOCUMENT", "secsgml_size_bytes": 22872}]
{"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": "033-62817", "film-number": "95575344"}, "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 10 pages.
                      The Exhibit Index appears on page 7.

                                              Registration No. 33-_________

As filed with the Securities and Exchange Commission on September 21, 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)

                              Lasertron, Inc.
                     1982 Incentive Stock Option Plan
                                    and
                           1992 Stock Option Plan
                          (Full title of the Plans)

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

                                 MELA LEW
                  Senior Counsel and Assistant 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(1)   Per Share      Price               Fee
---------------------------------------------------------------------------
Common Stock      356,205       $14.07        $5,011,804.35     $1,728.22
$.01 par value    shares

---------------------------------------------------------------------------
(1)  These shares are issuable upon the exercise of outstanding options 
with fixed exercise prices, which options were granted under the 1982 
Incentive Stock Option Plan and the 1992 Stock Option Plan (collectively, 
the "Plans") of Lasertron, Inc. ("Lasertron"), a wholly-owned subsidiary of 
the Registrant.  Upon the acquisition of all of the capital stock of 
Lasertron on September 6, 1995 (the "Closing Date"), the Registrant assumed 
each of the Plans and the outstanding stock options granted thereunder.  
Pursuant to the Stock Purchase Agreement dated as of August 28, 1995 among 
the Registrant, Lasertron and the Stockholders listed on Exhibit I thereto, 
each Lasertron stock option as of the Closing Date became exercisable (when 
vested) for that number of whole shares of Registrant's common stock, $.01 
par value per share (the "Common Stock") equal to the product of the number 
of shares of Lasertron common stock that were issuable upon exercise of 
such option immediately prior to the Closing Date multiplied by 2.48832, 
rounded to the nearest whole number of shares of Registrant's Common Stock, 
and the per share exercise price for the shares of Registrant's Common 
Stock issuable upon exercise of such assumed option became equal to the 
quotient determined by dividing the exercise price per share of Lasertron 
Common Stock at which such option was exercisable immediately prior to the 
Closing Date by 2.48832, rounded to the nearest whole cent.  Pursuant to 
Rule 457(h)(1), the aggregate offering price and the fee have been computed 
upon the basis of the price at which the options may be exercised.
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 Reports on Form 10-Q for the periods ended 
March 31, 1995 and June 30, 1995 and the Company's Form 8-K as filed with 
the Commission on September 14, 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
   10.1   Lasertron, Inc. 1982 Incentive Stock Option Plan
   10.2   Lasertron, Inc. 1992 Stock Option Plan
   10.3   Form of Incentive Stock Option pursuant to the Lasertron, Inc. 
1982 Incentive Stock Option Plan
   10.4   Form of Non-Statutory Stock Option pursuant to the Lasertron, 
Inc. 1992 Stock Option Plan
   10.5   Form of Incentive Stock Option pursuant to the Lasertron, Inc. 
1992 Stock Option Plan
   23.1   Consent of Counsel (included in Exhibit 5.1 hereto)
   23.2   Consent of Price Waterhouse LLP
   23.3   Consent of KPMG Peat Marwick LLP
   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 Waltham, Commonwealth of 
Massachusetts, on this 21st day of September, 1995.

                                OAK INDUSTRIES INC.

                                By: /s/ COLEMAN S. HICKS
                                        Coleman S. Hicks
                                        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 Mela 
Lew 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 her substitute, may lawfully do or cause to be done by 
virtue hereof.
SIGNATURE                     TITLE                            DATE
    ---------                     -----                            ----
WILLIAM S. ANTLE III             Director, President and          September 21,1995
/S/(WILLIAM S. ANTLE III)         Chief Executive Officer
                                  (Principal Executive Officer

/S/ THOMAS F. SHEEHAN             Vice President                   September 21, 1995
(THOMAS F. SHEEHAN)               Controller
                                  (Principal Financial Officer)

/S/ THE LORD STEVENS OF LUDGATE   Director                         September 21, 1995
(THE LORD STEVENS OF LUDGATE)

/S/ RODERICK M. HILLS             Director                         September 21, 1995
(RODERICK M. HILLS)

/S/ DANIEL W. DERBES              Director                         September 21, 1995
(DANIEL W. DERBES)

/S/ GEORGE W. LEISZ               Director                         September 21, 1995
(GEORGE W. LEISZ)

/S/ GILBERT E. MATTHEWS           Director                         September 21, 1995
(GILBERT E. MATTHEWS)

/S/ CHRISTOPHER H.B. MILLS        Director                         September 21, 1995
(CHRISTOPHER H.B. MILLS)

                                  Director                         September __, 1995
(ELLIOT L. RICHARDSON)
OAK INDUSTRIES INC.
                               1000 Winter Street
                               Waltham, MA  02154

September 21, 1995

VIA EDGAR

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

Re:   Registration Statement on Form S-8 in connection with the assumption
      by Oak Industries Inc. of Lasertron, Inc.'s 1982 Incentive Stock
      Option Plan and 1992 Stock Option Plan

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 
$1,728.22 to be wire transferred to the Securities and Exchange 
Commission's account at the Mellon Bank in Pittsburgh earlier today, 
September 21, 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