SCHEDULE 14A
                         (Rule 14a-101)
             INFORMATION REQUIRED IN PROXY STATEMENT

                    SCHEDULE 14A INFORMATION
   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934

Filed by the registrant                                     [X]
Filed by a party other than the registrant                  [ ]

Check the appropriate box:
[ ]  Preliminary proxy statement
[X]  Definitive proxy statement
[ ]  Definitive additional materials
[ ]  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                OPTICAL COATING LABORATORY, INC.
        (Name of Registrant as Specified in its Charter)

Payment of filing fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

_________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

_________________________________________________________________

(3) Per unit price or other underlying value of transaction
    computed pursuant to Exchange Act Rule 0-11 (Set forth the
    amount on which the filing fee is calculated and state how it
    was determined):

(4) Proposed maximum aggregate value of transaction:

_________________________________________________________________

(5) Total fee paid:
_________________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
    Exchange Act Rule 0-11(a)(2) and identify the filing for


    which the offsetting fee was paid previously. Identify the
    previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.

(1) Amount Previously Paid:
_________________________________________________________________

(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________

(3) Filing Party:
_________________________________________________________________

(4) Date Filed:
_________________________________________________________________


           L E T T E R   T O   S T O C K H O L D E R S


October 6, 1999


Dear Fellow Stockholders:

Stockholders of record as of September 23, 1999 are encouraged to
vote on the enclosed proposal, which amends the Company's
Restated Certificate of Incorporation increasing the total number
of authorized shares to accommodate a proposed two-for-one split
of the Company's Common Stock, in the form of a 100% stock
dividend, and for other corporate purposes.

The Board of Directors has approved this amendment, subject to
Stockholder approval, and encourages Stockholders to vote FOR
this proposal.

I urge you to sign, date and promptly return the proxy in the
enclosed, postage-paid envelope or follow the easy telephone
voting instructions at the bottom of your proxy card.

To complete this vote, the Company will hold a special meeting of
Stockholders at 8:30 a.m. on Friday, November 5, 1999, at the
Courtyard Marriott, 175 Railroad Street, Santa Rosa, California.

Please note that the only item on the agenda for this meeting
will be voting on this amendment. Other than matters directly
relating to the proposed amendment, management will be making no
presentations at the special meeting. We anticipate that the
meeting will take no longer than 10 minutes.

If you decide to attend this special meeting and vote in person,


you will of course have that opportunity. Please note that in
anticipation of light attendance, no special parking arrangements
have been made, and parking will be limited.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the
Company.

Sincerely,

/s/ Charles J. Abbe

Charles J. Abbe
President and
Chief Executive Officer


     2789 Northpoint Parkway, Santa Rosa, California  95407



                OPTICAL COATING LABORATORY, INC.

            NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


To Our Stockholders:

A special meeting of the Stockholders of Optical Coating
Laboratory, Inc. will be held at the Courtyard Marriott, 175


Railroad Street, Santa Rosa, California on Friday, November 5,
1999, at 8:30 a.m. for the following purposes:

1.   To consider and vote upon a proposed amendment to the
     Company's Restated Certificate of Incorporation to increase
     the authorized Common Stock from 30,000,000 shares to
     100,000,000 shares in order to accommodate the proposed two-
     for-one split, in the form of a 100% stock dividend, of the
     Company's Common Stock and for other corporate purposes; and

2.   To transact such other business as may properly come before
     the meeting.

Only Stockholders of record at the close of business on September
23, 1999 are entitled to notice of and to vote at this meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joseph C. Zils

Joseph C. Zils
Secretary

Santa Rosa, California
October 6, 1999

                            IMPORTANT

At your earliest convenience, whether or not you expect to attend
in person, convenience we urge you to either sign, date and return the
enclosed Proxy or follow the telephone voting instructions at the
bottom of your Proxy card. This will ensure the presence of a
quorum at the meeting. Promptly signing, dating and returning
the Proxy will save the Company the expense and extra work of
additional solicitation. A postage paid, pre-addressed envelope
is enclosed for that purpose. Sending in your Proxy will not
prevent you from voting at the meeting if you desire to do so, as
your Proxy is revocable at your option.


                OPTICAL COATING LABORATORY, INC.
                     2789 Northpoint Parkway
                   Santa Rosa, CA  95407-7397

                     PROXY STATEMENT FOR THE
                 SPECIAL MEETING OF STOCKHOLDERS
                   To Be Held November 5, 1999

This Proxy Statement, which was first mailed to Stockholders on
or near October 6, 1999, is furnished in connection with the
solicitation of proxies by the Board of Directors of Optical
Coating Laboratory, Inc. ("OCLI" or the "Company"), to be voted
at a special meeting of the Stockholders of the Company, which
will be held at 8:30 a.m. on Friday, November 5, 1999, at the
Courtyard Marriott, 175 Railroad Street, Santa Rosa, California,
for the purpose set forth in the accompanying Notice of Special
Meeting of Stockholders. Stockholders who execute proxies retain
the right to revoke them at any time prior to the exercise of the
powers conferred thereby, by delivering a signed statement to the
Secretary of the Company at or prior to the special meeting or by
executing another proxy dated as of a later date.

   The cost of solicitation of proxies is to be borne by the
Company. Stockholders of record at the close of business on
September 23, 1999 will be entitled to vote at the meeting on the
basis of one vote for each share of Common Stock held. On September 23,
1999, there were 14,204,166 shares of Common Stock outstanding.

       PROPOSAL: APPROVAL OF AN AMENDMENT TO THE COMPANY'S
              RESTATED CERTIFICATE OF INCORPORATION

The Board of Directors has approved, and is recommending to the
Stockholders for approval at the special meeting, an amendment to
Article Four of the Company's Restated Certificate of
Incorporation to increase the number of shares of Common Stock,
$.01 par value per share, which the Company is authorized to
issue from 30,000,000 to 100,000,000. The Board of Directors
determined that this amendment is advisable and should be
considered at the special meeting to be held November 5, 1999.
The full text of the proposed amendment to the Restated
Certificate of Incorporation is set forth below. The Company is
currently authorized to issue 100,000 shares of Preferred Stock,
$.01 par value per share, and the proposed amendment will not
affect this authorization.

PURPOSES AND EFFECTS OF PROPOSED INCREASE IN THE NUMBER OF


AUTHORIZED SHARES OF COMMON STOCK

   The proposed amendment would increase the number of shares of
Common Stock,  the Company is authorized to issue from 30,000,000
to 100,000,000. The additional 70,000,000 shares would be a part
of the existing class of Common Stock and, if and when issued,
would have the same rights and privileges as the shares of Common
Stock presently issued and outstanding. At September 23, 1999,
14,204,166 shares of Common Stock were outstanding. The Board of
Directors believes it is desirable to increase the number of
shares of Common Stock the Company is authorized to issue to
accomplish the proposed stock split, in the form of a 100% stock
dividend, to reserve an amount of shares sufficient to satisfy the
requirements of existing stock option and employee stock purchase
plans and to provide the Company with adequate flexibility in the
future. The Company currently has 2,472,838 shares of Common Stock
reserved under its existing stock option plans, and 400,000 shares
of Common Stock reserved under its employee stock purchase plan.
Following the proposed stock split, the number of shares of Common Stock
reserved under these plans would double, with 4,945,676 shares
reserved for the Company's stock option plans and 800,000 shares
reserved for the employee stock purchase plan. Except for the
proposed stock split, the Company has no present commitments or
agreements to issue additional shares of Common Stock other than
with respect to currently reserved shares, which may be issued
under the Company's stock option and employee stock purchase
plans, as described above.

Under Delaware law, the proposed stock split cannot occur unless
the Stockholders approve the proposed amendment to Article Four
of the Company's Restated Certificate of Incorporation.  The
proposed amendment to Article Four would permit the issuance of
additional shares up to the new 100,000,000 maximum authorization
without further action or authorization by Stockholders (except
as may be required in a specific case by law or the Nasdaq Stock
Market rules). The Board believes it is prudent for the Company
to have this flexibility. The holders of Common Stock of the
Company are not entitled to preemptive rights or cumulative
voting. Accordingly, the issuance of additional shares of Common
Stock might dilute, under certain circumstances, the ownership
and voting rights of Stockholders. The proposed increase in the
number of shares of Common Stock the Company is authorized to
issue is not intended to inhibit a change in control of the
Company. The availability for issuance of additional shares of
Common Stock could discourage, or make more difficult, efforts to
obtain control of the Company. For example, the issuance of
shares of Common Stock in a public or private sale, merger, or
similar transaction would increase the number of outstanding
shares, thereby possibly diluting the interest of a party
attempting to obtain control of the Company.

PURPOSES AND EFFECTS OF THE PROPOSED TWO-FOR-ONE COMMON STOCK
SPLIT

The Board of Directors anticipates that the increase in the
number of outstanding shares of Common Stock of the Company
resulting from the two-for-one stock split will place the market
price of the Common Stock in a range more attractive to


investors, particularly individuals. The Common Stock is listed
for trading on the Nasdaq Stock Market, and the Company will
apply for listing of the additional shares of Common Stock to be
issued in the event the proposed stock split is approved. If the
proposed amendment is adopted, each Stockholder of record at 8:00
a.m., eastern standard time, on November 8, 1999, would be the
record owner of, and entitled to receive, a certificate or
certificates representing one additional share of Common Stock,
$.01 par value per share, for each share of Common Stock then
owned of record by such Stockholder. Consequently, certificates
representing shares of Common Stock should be retained by each
Stockholder and should not be returned to the Company or to its
transfer agent. It will not be necessary to submit outstanding
certificates for exchange. In addition, appropriate adjustments
will be made to the Company's stock option and employee stock
purchase plans.

TAX EFFECT OF THE TWO-FOR-ONE STOCK SPLIT

The Company has been advised by counsel that the proposed stock
split would result in no gain or loss or realization of taxable
income to owners of Common Stock under existing United States
federal income tax laws. The cost basis for tax purposes of each
new share and each retained share of Common Stock would be equal
to one-half of the cost basis for tax purposes of the
corresponding share immediately preceding the stock split. In
addition, the holding period for the additional shares issued
pursuant to the stock split would be deemed to be the same as the
holding period for the original share of Common Stock. The laws
of jurisdictions other than the United States may impose income
taxes on the issuance of the additional shares and Stockholders
are urged to consult their tax advisors. If Stockholders dispose
of their shares after the stock split, they may pay higher
brokerage commissions on the same relative interest in the
Company because that interest is represented by a greater number
of shares. Stockholders may wish to consult their brokers to
ascertain the brokerage commission that would be charged for
disposing of the greater number of shares. If the proposed
amendment is adopted, total Stockholders' Equity of the
Company would not change. The number of shares of Common Stock
issued and outstanding after the split would double.

EFFECTIVE DATE OF PROPOSED AMENDMENT AND ISSUANCE OF SHARES FOR
STOCK SPLIT

The proposed amendment to Article Four of the Restated
Certificate of Incorporation of the Company, if adopted by the
required vote of Stockholders, will become effective at 8:00
a.m., eastern standard time, on November 8, 1999, the proposed
record date for the determination of the owners of Common Stock
entitled to receive a certificate or certificates representing
the additional shares. Please do not destroy or send your present
Common Stock certificates to the Company. If the proposed
amendment is adopted, those certificates will remain valid for
the number of shares shown thereon and should be carefully
preserved by you. The Company expects that the additional shares
will be distributed on or about November 30, 1999.


AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

If approved, Article Four of the Company's Restated Restated
Certificate of Incorporation would be amended and restated as
follows:

                          ARTICLE FOUR

     (a)    The Corporation is authorized to issue two classes of
shares designated respectively "Common Stock" and "Preferred
Stock," and referred to herein either as Common Stock or Common
Shares and Preferred Stock or Preferred Shares, respectively.
The number of shares of Common Stock is 100,000,000 and the
number of shares of Preferred Stock is 100,000.  The Common Stock
and the Preferred Stock shall have a par value of $.01 per share.


VOTING TABULATION AND BOARD RECOMMENDATION

   The affirmative vote of holders of a majority of the
outstanding shares of Common Stock is required to approve the
proposed amendment. A Stockholder who abstains from voting on the
proposal will be included in the number of Stockholders present
at the meeting for the purpose of determining the presence of a
quorum. Abstentions will have the same effect as a vote against
the proposal.  Brokers holding stock for the accounts of their
clients who have not been given specific voting instructions as
to a matter by their clients may vote their clients' proxies in
their own discretion; provided, however, that a failure by such
broker to vote their client's proxy shall have the same effect as
a vote against the proposal. If the amendment is not approved by
the Stockholders, the Company's Restated Certificate of
Incorporation, which authorizes the issuance of 30,000,000 shares
of Common Stock, will continue in effect, and the two-for-one
split of the Common Stock will not take place. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION.

PROPOSALS OF STOCKHOLDERS

Stockholders who intend to have a proposal considered for
inclusion in the Company's proxy materials for presentation at
the 2000 Annual Meeting of Stockholders must submit the proposal
to the Company no later than November 4, 1999. The Company
reserves the right to reject, rule out of order or take other
appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.


BENEFICIAL OWNERSHIP TABLE
The following table provides certain information as of September
23, 1999, the record date, regarding beneficial ownership of OCLI
Common Stock by (i) each person or group who, to OCLI's
knowledge, beneficially owns more than 5% of the outstanding
shares of OCLI Common Stock; (ii) each director; (iii) the Chief
Executive Officer and each of OCLI's four other most highly
compensated executive officers (the "Named Executive


Officers")(1) for the fiscal year ended October 31, 1998; and
(iv) all directors and executive officers as a group:
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS
- ---------------------------------------
                                                 COMMON STOCK
                                      ---------------------------------------
                                       NUMBER OF SHARES        PERCENT OF
                                      BENEFICIALLY OWNED(2) OUTSTANDING SHARES
                                      ------------------    ------------------
PRINCIPAL STOCKHOLDERS:
OCLI 401(k) Plan (3)                           1,189,020            8.4%
  c/o Optical Coating Laboratory, Inc.
  2789 Northpoint Parkway
  Santa Rosa, California 95407-7397

I.G. Investment Management, Ltd. (4)           1,126,500            7.9%
  One Canada Centre
  447 Portage Avenue
  Winnipeg, Manitoba
  Canada R3C 3B6

DIRECTORS (OTHER THAN THOSE INCLUDED IN
THE NAMED EXECUTIVE OFFICERS GROUP):
Douglas C. Chance(5)                              24,200              *
Shoei Kataoka(6)                                   5,000              *
John McCullough(7)                                19,106              *
Julian Schroeder(8)                               32,000              *
Renn Zaphiropoulos(9)                             13,000              *

NAMED EXECUTIVE OFFICERS:
Charles J. Abbe(10)                              251,826            1.7%
Herbert M. Dwight, Jr.(11)                       333,539            2.3%
Joseph Zils(12)                                   70,351              *
Kenneth D. Pietrelli (13)                         67,983              *
Stephen E. Myers(14)                              44,845              *

All Directors and Executive Officers
  as a group (16 persons)(15)                  1,055,591            7.1%
_______________________
*    Less than 1%

(1)  Reference to Klaus Derge, who was a Named Executive Officer
at October 31, 1998, has been deleted from this table, as Mr.
Derge resigned his position as an officer of OCLI effective
December 31, 1998 and current share ownership of Mr. Derge, if
any, cannot be determined.

(2) Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities.
Shares of Common Stock subject to options currently exercisable,
or exercisable within 60 days of September 23, 1999, are deemed
outstanding for computing the percentage of the person holding
such options but are not deemed outstanding for computing the
percentage of any other person.  Except as indicated by footnote
and subject to community property laws where applicable, the
persons named in the table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially
owned by them.

(3) Under the terms of the Trust Agreement between the OCLI
401(k) Plan (the "Plan") and T. Rowe Price, Trustee for the Plan
(the "Trustee"), the Trustee votes the shares held in the Plan



upon instructions given by individual participants as to their
vested shares, and in the discretion of the Trustee otherwise.

(4) These securities are owned by various individual and
institutional investors which I.G. Investment Management, Ltd.
serves as investment adviser with power to direct investments
and/or sole power to vote the securities.  For purposes of the
reporting requirements of the Securities Exchange Act of 1934,
I.G. Investment Management, Ltd. is deemed to be a beneficial
owner of such securities as of June 30, 1999; however, I.G.
Investment Management, Ltd. disclaims that it is, in fact, the
beneficial owner of such securities.

(5) Includes 3,000 shares under options exercisable within 60
days of the record date.

(6) Includes 3,000 shares under options exercisable within 60
days of the record date.

(7) Includes 3,000 shares under options exercisable within 60
days of the record date and 106 shares held for the benefit of
Mr. McCullough by the OCLI 401(k) Plan.

(8) Includes 3,000 shares under options exercisable within 60
days of the record date.

(9) Includes 3,000 shares under options exercisable within 60
days of the record date.

(10) Includes 239,326 shares under options exercisable
within 60 days of the record date.

(11) Includes 32,334 shares under options exercisable within 60
days of the record date and 10,076 shares held for the benefit of
Mr. Dwight by the OCLI 401(k) Plan.

(12) Includes 67,851 shares under options exercisable within 60
days of the record date.

(13) Includes 40,403 shares under options exercisable within 60
days of the record date and 10,635 shares held for the benefit of
Mr. Pietrelli by the OCLI 401(k) Plan.

(14) Includes 44,678 shares under options exercisable within 60
days of the record date and 167 shares held for the benefit of
Mr. Myers by the OCLI 401(k) Plan.

(15) Includes 610,130 shares under options exercisable within
60 days of the record date and 37,187 shares held for the benefit
of all officers and directors by the OCLI 401(k) Plan.

[FRONT]

                              PROXY

              FOR A SPECIAL MEETING OF STOCKHOLDERS
                OPTICAL COATING LABORATORY, INC.
   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints JOSEPH C. ZILS and AGIE NAVARRO
(collectively, the "Proxies"), and each of them, with full power
of substitution, as proxies to vote the shares which the
undersigned is entitled to vote at the Special Meeting of
Stockholders to be held at the Courtyard Marriott, 175 Railroad
Street, Santa Rosa, Calfornia, at 8:30 a.m. on November 5, 1999


and at any adjournments thereof.

[  ] FOR  [  ] AGAINST  [  ] ABSTAIN  Proposal to approve an
amendment to the Company's  Restated Certificate of Incorporation
to increase the number of shares of authorized Common Stock from
30,000,000 to 100,000,000 shares.

In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the special meeting.

[REVERSE]

This proxy when properly signed will be voted in the manner
directed herein by the undersigned Stockholder. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.


                                       ______________________________
                                       Signature


                                       ______________________________
                                       Signature, if held jointly


                                       Dated: ____________________, 1999

IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.

- -----------------------------------------------------------------
                     [Fold and Detach Here]
                     YOUR VOTE IS IMPORTANT!
                YOU CAN VOTE IN ONE OF TWO WAYS:

1.  Vote by telephone, or
2.  Mark, sign and date this proxy card and return it promptly in
    the enclosed envelope.

                  VOTE YOUR PROXY BY TELEPHONE

It's fast, convenient, and your vote is immediately confirmed and
tabulated. Most important, by choosing this option, you help OCLI
reduce postage and proxy tabulation costs.

OPTION 1: VOTE BY TELEPHONE
          -----------------
1. Read the accompanying Proxy Statement.
2. Have your 12-digit control number located on your voting
   ballot available.
3. Using a touch-tone phone, call the toll-free number shown on

   the voting ballot.
4. Follow the recorded instructions.

                     YOUR VOTE IS IMPORTANT!

   Vote by telephone and you can vote anytime--24 hours a day.

OPTION 2: VOTE BY MAIL
          ------------
If you prefer, you can vote your shares by returning the enclosed
paper ballot in the envelope provided.

PLEASE DO NOT RETURN THE ENCLOSED PAPER BALLOT IF YOU ARE VOTING
                          BY TELEPHONE.

OCLI Investor Relations
www.ocli.com



PROXY                                                           PROXY

                OCLI  Optical Coating Laboratory, Inc.
                         DIRECTION TO TRUSTEE
                           OCLI 401(k) Plan

I hereby direct you as Trustee of the OCLI 401(k) Plan to vote the
shares of Optical Coating Laboratory, Inc. (OCLI) Common Stock credited
to my account under the aforementioned plan at the Special Meeting of
Stockholders of OCLI to be held at the Courtyard Marriott, 175 Railroad
Street, Santa Rosa, California, at 8:30 a.m. on Friday, November 5, 1999,
and at any adjournment or postponement thereof.

I have filled in the appropriate boses on the other side of the card, and
I authorize you to vote as indicated.  Pursuant to the OCLI 401(k) Plan,
in the absence of any instructions from me as to any item, shares
credited to my account shall be voted by you, as Trustee, in the same
proportion as shares are voted for which instructions are received.

          (Continued, and to be signed on the other side)

The Management recommends a vote FOR Items 1
Please mark your votes as indicated in this example: [X]

[  ] FOR  [  ] AGAINST  [  ] ABSTAIN  Proposal to approve an
amendment to the Company's  Restated Certificate of Incorporation
to increase the number of shares of authorized Common Stock from
30,000,000 to 100,000,000 shares.

Signature(s)___________________________________

Date___________________________________________

NOTE:  Please sign as name appears hereon.  Joint owners should each
sign.  When signing as a corporation, attorney, executor, administrator,
trustee or guardian, please give full title as such.


- -----------------------------------------------------------------
                     [Fold and Detach Here]
                     YOUR VOTE IS IMPORTANT!
                YOU CAN VOTE IN ONE OF TWO WAYS:

1.  Vote by telephone, or
2.  Mark, sign and date this proxy card and return it promptly in
    the enclosed envelope.

                  VOTE YOUR PROXY BY TELEPHONE

It's fast, convenient, and your vote is immediately confirmed and
tabulated. Most important, by choosing this option, you help OCLI
reduce postage and proxy tabulation costs.

OPTION 1: VOTE BY TELEPHONE
          -----------------
1. Read the accompanying Proxy Statement.
2. Have your 12-digit control number located on your voting
   ballot available.
3. Using a touch-tone phone, call the toll-free number shown on

   the voting ballot.
4. Follow the recorded instructions.

                     YOUR VOTE IS IMPORTANT!

   Vote by telephone and you can vote anytime--24 hours a day.

OPTION 2: VOTE BY MAIL
          ------------
If you prefer, you can vote your shares by returning the enclosed
paper ballot in the envelope provided.

PLEASE DO NOT RETURN THE ENCLOSED PAPER BALLOT IF YOU ARE VOTING
                          BY TELEPHONE.

OCLI Investor Relations
www.ocli.com