PROSPECTUS SUPPLEMENT                    FILED PURSUANT TO RULE 424(b)(3)
(To Prospectus dated May 6, 1998)           Registration No. 333-50093

                           OAK INDUSTRIES INC.

             $100,000,000 Principal Amount of 4 7/8% Convertible
                        Subordinated Notes due 2008
                 (Interest payable March 1 and September 1)

                       2,586,900 Shares of Common Stock
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This document supplements the Prospectus dated May 6, 1998 relating to (i) 
$100,000,000 aggregate principal amount of 4 7/8% Convertible Subordinated 
Notes due 2008 (the "Notes") of Oak Industries Inc., a Delaware corporation 
(the "Company"), and (ii) 2,586,900 shares of common stock, par value $.01 
per share, (the "Common Stock") of the Company which are initially issuable 
upon conversion of the Notes plus such additional indeterminate number of 
shares of Common Stock as may become issuable upon conversion of the Notes 
as a result of adjustments to the conversion price (the "Shares").  The 
Notes and the Shares are being offered for the account of the holders 
thereof.  The Notes were initially acquired from the Company by Donaldson, 
Lufkin and Jenrette Securities Corporation, Lehman Brothers and SG Cowen 
Securities Corporation in February 1998 in transactions exempt from the 
registration requirements of the Securities Act of 1933, as amended (the 
"Securities Act").  This Prospectus Supplement is incorporated by reference 
into the Prospectus, and all terms used herein shall have the meaning 
assigned to them in the Prospectus.  The Common Stock of the Company is 
traded under the symbol "OAK."
          
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS FOR A 
DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE 
INVESTORS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES   
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR 
        HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE 
             SECURITIES COMMISSION PASSED UPON THE ACCURACY
                 OR ADEQUACY OF THIS PROSPECTUS. ANY                       
                    REPRESENTATION TO THE CONTRARY
                        IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is October 30, 1998.


The following table sets forth (i) the name of each Selling Securityholder 
and position, office or other material relationship, if any, with the 
Company within the past three years, (ii) the amount of Notes owned by each 
Selling Securityholder named herein as of the most recent date for which 
the Company obtained such information from such Selling Securityholder, 
(iii) the maximum amount of Notes which may be offered for the account of 
such Selling Securityholder under the Prospectus, (iv) the amount of Common 
Stock owned by each Selling Securityholder as of the most recent date for 
which the Company obtained such information from the respective Selling 
Securityholder, and (v) the number of Shares which may be offered for the 
account of such Selling Securityholder under the Prospectus.
 



Name of Selling          Principal         Principal                           Shares
Securityholder           Amount of        Amount of Note        Shares         Offered
                         Notes Owned      Offered Hereby      Owned(1)(2)    Hereby(2)(3)
- ---------------          -----------      ---------------     -----------    ------------   
                                                                        
Donaldson, Lufkin and     $32,450,000(5)   $32,450,000(5)       839,449(6)     839,449(6)
  Jenrette Securities
  Corporation(4)

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(1)   Includes the Shares into which the Notes held by such Selling Securityholder are convertible at the 
Conversion Price.

(2)   The Conversion Price and the number of Shares issuable upon conversion of the Notes are subject to 
adjustment under certain circumstances.  See "Description of Notes -- Conversion Rights."  Accordingly, the 
number of Shares issuable upon conversion of the Notes may increase or decrease from time to time.  Fractional 
shares will not be issued upon conversion of the Notes; rather, cash will be paid in lieu of fractional shares, 
if any.

(3)   Assumes that the full amount of Notes held by the Selling Securityholder are converted into Shares at the 
Conversion Price and offered by such Shares by such Selling Securityholder pursuant to the Prospectus. 

(4)   As set forth in the Prospectus, Donaldson, Lufkin and Jenrette Securities Corporation ("DLJ") was an 
initial purchaser of the Notes.  In addition, DLJ has, from time to time, provided investment banking and other 
advisory services to the Company.

(5)   Includes $32,050,000 principal amount of Notes held by this Selling Securityholder previously included in 
supplements to the Prospectus dated May 8, May 29, July 17, and July 31, 1998.

(6)   Includes 829,101 Shares issuable upon conversion of $32,050,000 principal amount of Notes held by this 
Selling Securityholder previously included in supplements to the Prospectus dated May 8, May 29, July 17, and 
July 31, 1998.



Because the Selling Securityholder may, pursuant to the Prospectus, offer 
all or some portion of the Notes and Shares it presentlys hold or, with 
respect to Shares, has the right to acquire upon conversion of such Notes, 
no estimate can be given as to the amount or percentage of the Notes and 
Shares that will be held by the Selling Securityholder upon termination of 
any such sales.  In addition, the Selling Securityholder identified above 
may have sold, transferred or otherwise disposed of all or a portion of 
their Notes and Shares since the date on which it provided the information 
regarding itsr Notes and Shares, in transactions exempt from the 
registration requirements of the Securities Act.  See "Plan of 
Distribution."  The Selling Securityholder may sell all, part or none of 
the Notes or Shares listed above.

The Company may from time to time include additional Selling 
Securityholders and information about such Selling Securityholders' plans 
of distribution in future supplements to the Prospectus.


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