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 20, 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 20, 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 20, 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 20, 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 PRICING OF $100 MILLION 
         OF 4 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2008

   WALTHAM, MA, February 20, 1998 -- Oak Industries Inc. (NYSE:OAK) today 
announced that it has priced its previously announced issue of $100 million 
of 4 7/8% Convertible Subordinated Notes due 2008 (the "Notes").  The Notes 
will be convertible into common stock of the Company at a conversion price 
of $38.66 per share, representing an initial conversion premium of 
approximately 27% over the closing price on February 19, 1998.  The Company 
may issue up to an additional $15 million of Notes to cover over-allotments 
in connection with such offering.

   William S. Antle III, Chairman and Chief Executive Officer of Oak 
stated, "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.  We expect to use the resulting increased 
borrowing capacity for such strategic acquisitions, and also for capital 
expenditures and general corporate purposes."

   The Notes have not been 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.  Oak expects to file within 90 
days of the closing of the sale of the Notes a registration statement with 
the Securities and Exchange Commission in connection with the offering of 
the notes.

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

   Oak Industries 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.

   Statements in this press release that are not strictly historical are 
"forward looking" statements as defined in the Private Securities 
Litigation Reform Act of 1995.  The actual results may differ from those 
projected in the forward looking statements due to risks and uncertainties 
that exist in the Company's operations and business environment, described 
more fully in the Company's periodic reports filed with the Securities and 
Exchange Commission, including the Company's Form 10-K filed on February 
11, 1998.