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):  November 18,1998
                                                   -----------------
                   OPTICAL COATING LABORATORY, INC.
        (Exact name of registrant as specified in its charter)
                         --------------------
DELAWARE                      0-2537                   68-0164244
(State or other          (Commission File No.)   (I.R.S. Employer
jurisdiction of                               Identification No.)
incorporation or
organization)


          2789 NORTHPOINT PARKWAY, SANTA ROSA, CA 95407-7397
   (Address, including zip code, of registrant's principal executive
                               offices)
                                   

Registrant's telephone number, including area code: (707) 545-6440

Item 5.   Other Events
          ------------

     On November 18, 1998, Optical Coating Laboratory, Inc., a
Delaware corporation, made the following announcement:

     CONTACT:   Charles J. Abbe           Craig B. Collins
                President and             Vice President, Finance and
                Chief Executive Officer   Chief Financial Officer
                (707) 525-7010            (707) 525-7066

For Immediate Release:

          OPTICAL COATING LABORATORY, INC. ANNOUNCES THE SALE
             OF THE ASSETS OF MMG, A DIVISION OF OCLI GMBH

SANTA ROSA, CALIFORNIA, Wednesday, November 18, 1998-Optical Coating
Laboratory, Inc., (OCLI) (NASDAQ: OCLI) Santa Rosa, California,
announced that it has consummated a definitive agreement to sell the
assets of the MMG Division of OCLI Optical Coating Laboratory GmbH,
Germany to Glas Trosch, a large, privately held glass company in
Switzerland, with subsidiaries in Germany and France.  OCLI will
continue to provide coated glass products to Glas Trosch. OCLI expects
to recognize a pre-tax loss of approximately $9.3 million ($.29 per
share after tax) in the fourth quarter of 1998 related to this
transaction. In addition to the sale of the assets, OCLI will
recognize revenue of $1.8 million over the next three years for the
use of intangibles.

The MMG Division has been primarily engaged in glass fabrication in
support of the office automation market in Europe.  OCLI no longer
sees a strategic need to own a company specializing in the fabrication
element of the office automation glass market in Europe. Glas Trosch
is expected to keep the operation intact and expand MMG's capability
into other markets.

Charles J. Abbe, President and Chief Executive Officer of OCLI,
commented,  "The sale of MMG allows OCLI to focus more resources on
the strategic markets of telecommunications, display and optically
variable products.  At the same time, we are delighted that Glas
Trosch is in a strong position to continue the MMG tradition of
support to longstanding OCLI customers. We will continue to supply
coated glass products to Glas Trosch in support of our valued
customers in Europe. We also look forward to having Glas Trosch as an
important customer, distributor and partner in supporting the European
office automation market."

OCLI is the world's largest independent manufacturer of optical thin
film coated components used to manage light. OCLI's products are found
in many applications including computer monitors, flat panel displays,
telecommunications systems, photocopiers, fax machines,
medical/analytical equipment and instruments, projection imaging
systems, satellite power systems and aerospace and defense systems.
Flex Products, Inc., OCLI's 60% owned subsidiary, designs and
manufactures thin film coatings on flexible substrates using high
vacuum roll-to-roll processes. Flex supplies ChromaFlair(R)light
interference pigments for commercial paints. Flex also supplies energy
conserving window film for residential, commercial, and automotive
applications, photoreceptor components for copiers and optical devices
for anti-counterfeiting applications.

                               SIGNATURE

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.

Dated:    November 24, 1998


                         OPTICAL COATING LABORATORY, INC.
                                    (Registrant)



                         By     /s/ Craig B.Collins
                           ---------------------------
                           Craig B. Collins
                           Vice President, Finance
                           and Chief Financial Officer