8-K

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                            ACT OF 1934


Date of Report (Date of earliest event reported):   February 11, 1998
   
                         Oak Industries Inc.

        (Exact name of registrant as specified in its charter)

   Delaware                      1-4474            36-1569000   
(State or other juris-      (Commission File      (IRS Employer
diction of incorporation)        Number)        Identification No.)




1000 Winter Street
Waltham, MA                                   02154
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code 781-890-0400

Same
(Former name or former address, if changed since last report.)



ITEM 5.   OTHER EVENTS

On February 11, 1998, Oak Industries Inc. issued the press release filed 
herewith as Exhibit 99.   


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
          AND EXHIBITS

The following financial statements, pro forma financial information and 
exhibits are filed as part of this report.

(c)   Exhibits

      99.  Press release dated February 11, 1998.


    
                           SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                           OAK INDUSTRIES INC.


Date:  February 12, 1998                  /s/ Coleman S. Hicks
                                       ---------------------------
                                           Coleman S. Hicks
                                        Senior Vice President and
                                         Chief Financial Officer

EX-99

                                    Exhibit 99

FOR IMMEDIATE RELEASE               Contact:  Coleman S. Hicks
                                              781-890-0400


           OAK INDUSTRIES INC. ANNOUNCES PROPOSED $100 MILLION
                   CONVERTIBLE SUBORDINATED NOTE OFFERING

   WALTHAM, MA, February 11, 1998 -- Oak Industries Inc. (NYSE:OAK) today 
announced that it proposes to offer a new issue of $100 million of 
Convertible Subordinated Notes due 2008 (the "Notes").
  
   The Notes will be convertible into common stock of the Company, at the 
option of the holder, at a price to be determined.  The Company also may 
issue up to an additional $15 million of Notes to cover over-allotments in 
connection with such offering.

   The purpose of the offering is to strengthen the Company's financial 
flexibility to make strategic acquisitions by replacing borrowings under 
Oak's $300 million revolving credit facility with lower-cost debt that is 
convertible into equity at a premium over the present price of Oak's common 
stock.  Oak expects to use the resulting increased borrowing capacity under 
its revolving credit facility for such strategic acquisitions, and also for 
capital expenditures and general corporate purposes. 

   The Notes will not be registered under the Securities Act of 1933, as 
amended (the "Securities Act"), and may not be offered or sold in the 
United States, except pursuant to an applicable exemption from the 
Securities Act's registration requirements.  Sale of the Notes is subject 
to market and other conditions, and there can be no assurance that any 
amount of Notes will be sold.

   This press release shall not constitute an offer to sell or the 
solicitation of an offer to buy the Notes.

   Oak Industries Inc. is a leading manufacturer of highly engineered 
components that it designs and sells to manufacturers and service providers 
in the communications and selected other industries.