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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000906504-01-000010.txt : 20010214
<SEC-HEADER>0000906504-01-000010.hdr.sgml : 20010214
ACCESSION NUMBER:		0000906504-01-000010
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010313
FILED AS OF DATE:		20010213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OPTICAL CABLE CORP
		CENTRAL INDEX KEY:			0001000230
		STANDARD INDUSTRIAL CLASSIFICATION:	DRAWING AND INSULATING NONFERROUS WIRE [3357]
		IRS NUMBER:				541237042
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	000-27022
		FILM NUMBER:		1536373

	BUSINESS ADDRESS:	
		STREET 1:		5290 CONCOURSE DR
		CITY:			ROANOKE
		STATE:			VA
		ZIP:			24019
		BUSINESS PHONE:		5402650690

	MAIL ADDRESS:	
		STREET 1:		5290 CONCOURSE DRIVE
		CITY:			ROANOKE
		STATE:			VA
		ZIP:			24019
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>

                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:


( )  Preliminary Proxy Statement           (  )  Confidential, for Use of the
                                                 Commission Only (as permitted
                                                 by Rule 14a-6(e)(2))
(X)  Definitive Proxy Statement
( )  Definitive Additional Materials
( )  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


                            OPTICAL CABLE CORPORATION
                (Name of Registrant as Specified in its Charter)


      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X)  No fee required

( )  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:


<PAGE>

                            OPTICAL CABLE CORPORATION
                              5290 CONCOURSE DRIVE
                             ROANOKE, VIRGINIA 24019


February 14, 2001


Dear Shareholder:

         You are cordially  invited to attend Optical Cable  Corporation's  (the
"Company") Annual Meeting of Shareholders to be held on March 13, 2001, at 10:00
a.m.  local time at the Hotel Roanoke and  Conference  Center at 110  Shenandoah
Avenue, Roanoke, Virginia 24016.

         You are being asked to elect the  Company's  Board of Directors  and to
ratify the  appointment of KPMG LLP as independent  accountants for the Company.
We will also be pleased to report on the affairs of the Company and a discussion
period will be  provided  for  questions  and  comments  of general  interest to
shareholders.

         Whether or not you are able to attend, it is important that your shares
be represented and voted at this meeting. Accordingly, please complete, sign and
date the enclosed  proxy and mail it in the envelope  provided at your  earliest
convenience. Your prompt response would be greatly appreciated.

                                      Sincerely,



                                      Robert Kopstein
                                      Chairman, President and
                                      Chief Executive Officer









- --------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT

           Even if you plan to attend the meeting,  please  complete,  sign, and
return promptly the enclosed proxy in the envelope  provided to ensure that your
vote will be  counted.  You may vote in person if you so desire even if you have
previously sent in your proxy.

- --------------------------------------------------------------------------------


<PAGE>
                            OPTICAL CABLE CORPORATION


                    Notice of Annual Meeting of Shareholders
                                 March 13, 2001



TO THE SHAREHOLDERS:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Shareholders  of
Optical Cable Corporation,  a Virginia corporation (the "Company"), is scheduled
to be held on March 13, 2001 at 10:00 a.m., local time, at the Hotel Roanoke and
Conference Center located at 110 Shenandoah Avenue, Roanoke,  Virginia 24016 for
the following purposes:

          1.        To elect  five  directors  to serve  for the terms of office
                    specified  in the  accompanying  proxy  statement  and until
                    their successors are duly elected and qualified;

          2.        To  ratify  the   selection  of  KPMG  LLP  as   independent
                    accountants for the Company for fiscal year 2001; and

          3.        To transact such other  business as may properly come before
                    the meeting and any adjournment thereof.

         Only  shareholders  of record at the close of  business  on January 26,
2001  are  entitled  to  notice  of and to vote at the  Annual  Meeting  and any
adjournment thereof. All shareholders are cordially invited to attend the Annual
Meeting in person.  However, to assure your  representation at the meeting,  you
are urged to complete,  sign and date the  enclosed  form of proxy and return it
promptly in the envelope provided. Shareholders attending the meeting may revoke
their proxy and vote in person.

                                 FOR THE BOARD OF DIRECTORS



                                 Kenneth W. Harber
                                 Secretary

Roanoke, Virginia
February 14, 2001


<PAGE>
                            OPTICAL CABLE CORPORATION
                              5290 CONCOURSE DRIVE
                             ROANOKE, VIRGINIA 24019

                                 PROXY STATEMENT
                   TO BE MAILED ON OR ABOUT FEBRUARY 14, 2001

                                       FOR

                         ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MARCH 13, 2001


Proxy Solicitation

         This Proxy  Statement is furnished to the holders of common  stock,  no
par value ("Common Stock"), of Optical Cable Corporation, a Virginia corporation
(the  "Company"),  in connection with the solicitation by the Board of Directors
of the Company of proxies for use at the Annual  Meeting of  Shareholders  to be
held on Tuesday, March 13, 2001, or at any adjournment thereof,  pursuant to the
accompanying  Notice of Annual  Meeting of  Shareholders.  The  purposes  of the
meeting  and the  matters  to be acted  upon  are set  forth  herein  and in the
accompanying Notice of Annual Meeting of Shareholders. The Board of Directors is
not  currently  aware of any other  matters  that will come  before  the  Annual
Meeting.

         Proxies  for use at the Annual  Meeting are being  solicited  by and on
behalf  of the Board of  Directors  of the  Company.  These  proxy  solicitation
materials  are  first  being  mailed  on or  about  February  14,  2001  to  all
shareholders  entitled to vote at the Annual Meeting.  Proxies will be solicited
chiefly by mail. The Company will make  arrangements  with brokerage  houses and
other custodians, nominees and fiduciaries to send proxies and proxy material to
the beneficial owners of the shares and will reimburse them for their reasonable
out-of-pocket expenses in so doing. Should it appear desirable to do so in order
to ensure adequate  representation of shares at the Annual Meeting  supplemental
solicitations  may also be made by mail or by  telephone,  telegraph or personal
interviews by directors,  officers and regular employees of the Company, none of
whom will  receive  additional  compensation  for these  services.  All expenses
incurred in connection with this solicitation will be borne by the Company.

Revocability and Voting of Proxy

         A form of proxy for use at the Annual Meeting and a return envelope for
the proxy are enclosed. A Shareholder may revoke the authority granted by his or
her execution of a proxy at any time before the effective exercise of such proxy
by filing with the Secretary of the Company a written  notice of revocation or a
duly  executed  proxy bearing a later date, or by voting in person at the Annual
Meeting.  Shares of the  Company's  Common  Stock  represented  by executed  and
unrevoked  proxies will be voted in accordance  with the choice or  instructions
specified  thereon.  If no specifications  are given, the proxies intend to vote
the  shares  represented  thereby  in favor of the  matters as set forth in this
Proxy Statement and the  accompanying  Notice of Annual Meeting of Shareholders,
and in  accordance  with  their best  judgment  on any other  matters  which may
properly come before the Annual Meeting.

Record Date and Voting Rights

         Only  shareholders  of record at the close of  business  on January 26,
2001 are  entitled  to notice of and to vote at the  Annual  Meeting.  As of the
record  date,  56,392,168  shares of Common  Stock were issued and  outstanding.
Please note that on September  28, 2000,  the Company  effected a 3-for-2  stock
split of its Common  Stock in the form of stock  dividend.  Each share of Common
Stock is entitled to one vote on all matters that may  properly  come before the
Annual Meeting.  The holders of a majority of the  outstanding  shares of Common
Stock,  present in person or by proxy,  will  constitute  a quorum at the Annual
Meeting.  Abstentions  and broker  non-votes  will be counted  for  purposes  of
determining  the  presence of a quorum.  "Broker  non-votes"  are shares held by
brokers or nominees  which are present in person or  represented  by proxy,  but
which are not voted on a particular  matter because  instructions  have not been
received from the beneficial owner.


<PAGE>

         Directors  will be  elected  by a  plurality  of the votes  cast at the
Annual Meeting. Accordingly, abstentions or broker non-votes will not affect the
election of candidates receiving the plurality of votes.

         All other  matters  to come  before  the  Annual  Meeting  require  the
approval of the  holders of a majority of the votes cast at the Annual  Meeting.
For this purpose,  abstentions  and non-votes will be deemed shares not voted on
such matters, will not count as votes for or against the proposals, and will not
be included in  calculating  the number of votes  necessary  for the approval of
such matters.

         Votes at the Annual Meeting will be tabulated by Inspectors of election
appointed by the Company.

Expansion of the Board

         In  accordance  with the Bylaws of the Company,  the Board of Directors
currently  intends to increase the number of directors  from five to seven prior
to June 14, 2001,  in part  because  Nasdaq  rules and  regulations  require the
Company to add a third independent  director to the Audit Committee of the Board
of Directors by that date. Therefore, the Company is currently in the process of
finding a qualified  person to add to the Audit  Committee.  Once this person is
identified, the Board of Directors will take action to expand its size and elect
the  person  to fill the  resulting  vacancy.  At the  same  time,  the  Company
currently  intends  to add  another  member  of its  management  to the Board of
Directors.


                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

         The Board has  nominated  five persons for election as directors at the
Annual Meeting. Unless otherwise specified,  the enclosed proxy will be voted in
favor of the persons  named  below to serve  until the next  Annual  Meeting and
until their successors are elected and qualified. Each person named below is now
a director of the Company. In the event any of these nominees shall be unable to
serve as a director,  the shares  represented by the proxy will be voted for the
person,  if any,  who is  designated  by the Board of  Directors  to replace the
nominee. All nominees have consented to be named and have indicated their intent
to serve if elected. The Board of Directors has no reason to believe that any of
the  nominees  will be  unable  to  serve or that any  vacancy  on the  Board of
Directors will occur.  The five nominees  receiving the greatest number of votes
cast for the election of directors will be elected.

         The names of the nominees and certain other  information about them are
set forth below:
<TABLE>
<CAPTION>
Nominee                                      Age             Director Since        Office Held with Company
- -------                                      ---             --------------        ------------------------

<S>                                          <C>                  <C>              <C>
Robert Kopstein....................          51                   1983             Chairman of the Board,
                                                                                   President, Chief Executive
                                                                                   Officer and Director

Luke J. Huybrechts.................          55                   1995             Senior Vice President of Sales
                                                                                   and Director

Kenneth W. Harber..................          50                   1995             Vice President of Finance,
                                                                                   Treasurer, Secretary and
                                                                                   Director

Randall H. Frazier.................          50                   1996             Director

John M. Holland....................          55                   1996             Director
</TABLE>

                                       2
<PAGE>

         Mr.  Kopstein has been  President  and a Director of the Company  since
1983 and Chairman of the Board and Chief Executive Officer since 1989. From 1981
to 1983, Mr. Kopstein  worked at Phalo  Corporation as the Plant Manager for its
Fiber Optic Cable Division, from 1979 to 1981 he worked at ITT's Electro-Optical
Products  Division as a Project Engineer on cable  development  projects for the
United States military, and from 1977 to 1979 he worked at Rochester Corporation
as a  Product  Engineer  on the  development  of  cables  for  military-oriented
applications.

         Mr. Huybrechts was elected a Director of the Company in August 1995 and
has been Senior Vice President of Sales since joining the Company in 1986. Prior
thereto, Mr. Huybrechts worked at ITT's Electro-Optical Products Division for 10
years in  marketing,  sales and research and  development.  Mr.  Huybrechts  has
served on the Board of Directors of Cybermotion Inc. since 1998.

         Mr. Harber was elected a Director of the Company in August 1995 and has
been Vice  President of Finance,  Treasurer  and  Secretary of the Company since
1989. Prior to joining the Company as an accounting  manager in 1986, Mr. Harber
was an accounting supervisor at an architecture and engineering firm.

         Mr. Frazier was elected a Director of the Company in April of 1996. Mr.
Frazier is President of R. Frazier, Inc., a company founded in 1988. Mr. Frazier
was  self-employed in various  chemical and engineering  businesses prior to the
founding of R. Frazier, Inc.

         Mr. Holland was elected a Director of the Company in April of 1996. Mr.
Holland is currently  President of Cybermotion  Inc., a company he co-founded in
1984.  Mr. Holland also  currently  serves as the Chairman of the  International
Service Robot Association. Mr. Holland's previous employment experience includes
the  Electro-Optics  Product  Division of ITT where he was  responsible  for the
design of the  earliest  fiber optic  systems and the  development  of automated
manufacturing systems for optical fiber.

Director Compensation

         Each  non-employee  director is paid  $500.00 for each  meeting that he
attends,  including committee meetings. In addition,  the Company reimburses the
non-employee  directors for their reasonable  out-of-pocket  expenses related to
attending  meetings  of the  Board  of  Directors  or  any  of  its  committees.
Management  directors  do not receive  any  compensation  for their  services as
directors other than the compensation they receive as officers of the Company.

Meetings of the Board of Directors and Committees

         The  Board  of  Directors  held a total  of four  meetings  during  the
Company's  fiscal year ended October 31, 2000. Each Director  attended in person
or  telephonically  at least 75% of the meetings  held by the Board of Directors
and all committees thereof on which he served.

         The Board of Directors has  established  two standing  committees:  the
Audit  Committee  and the  Compensation  Committee.  Additionally,  the Board of
Directors has established a Stock Option Plan  Subcommittee of the  Compensation
Committee.  The Board of  Directors  does not have a Nominating  Committee.  The
Audit Committee is comprised of Messrs.  Frazier and Holland.  The  Compensation
Committee  is  comprised of Messrs.  Kopstein,  Frazier and  Holland.  The Stock
Option Plan Subcommittee is comprised of Messrs. Frazier and Holland.

         The Audit Committee  recommends  annually to the Board of Directors the
appointment of the independent public accountants of the Company,  discusses and
reviews  the scope and the fees of the  prospective  annual  audit,  reviews the
results of the annual audit with the Company's  independent public  accountants,
reviews  compliance with existing major accounting and financial policies of the
Company,  reviews the  adequacy of the  financial  organization  of the Company,
reviews  management's  procedures  and policies  relative to the adequacy of the
Company's  internal  accounting  controls and compliance  with federal and state
laws relating to accounting practices, and reviews and approves transactions, if
any, with affiliated parties.


                                       3
<PAGE>

         The  Compensation  Committee  reviews and approves  annual salaries and
bonuses for all  officers and carries out the  responsibilities  required by the
rules of the U.S.  Securities  and  Exchange  Commission.  The Stock Option Plan
Subcommittee is responsible for administering the Optical Cable Corporation 1996
Stock Incentive Plan.

         THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  ELECTION  OF THE
DIRECTORS NAMED ON THE ENCLOSED PROXY.


                                 PROPOSAL NO. 2

             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

         The  Board  of  Directors  has  appointed  the  firm of KPMG LLP as the
Company's  independent  accountants for fiscal year 2001. Although action by the
shareholders  in this matter is not  required,  the Board of Directors  believes
that it is appropriate to seek shareholder ratification of this appointment.

         A representative  of KPMG LLP is expected to attend the Annual Meeting.
The representative  will have the opportunity to make a statement,  if he or she
so desires,  and will be  available  to respond to  appropriate  questions  from
shareholders.  In the event the shareholders do not ratify the selection of KPMG
LLP, the selection of other  independent  accountants  will be considered by the
Board of Directors.

         THE BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR  RATIFICATION OF KPMG LLP
AS INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2001.


                      BENEFICIAL OWNERSHIP OF COMMON STOCK

         The  following  table sets forth  information  as of January  26,  2001
regarding the  beneficial  ownership of the  Company's  Common Stock of (i) each
person known to the Company to be the  beneficial  owner,  within the meaning of
Section 13(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  of more than 5% of the  outstanding  shares of Common  Stock,  (ii) each
director and nominee of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table (see "Executive  Compensation") and (iv)
all  executive  officers and  directors  and nominees of the Company as a group.
Unless  otherwise  indicated,  the address of each named beneficial owner is c/o
Optical Cable Corporation, 5290 Concourse Drive, Roanoke, Virginia 24019. Except
to the extent  indicated in the footnotes,  each of the beneficial  owners named
below has sole voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
                       Name and Address                             Number of Shares          Percent of Class
                       ----------------                             ----------------          ----------------
<S>                                                                       <C>                      <C>
Robert Kopstein...............................................            54,000,000               95.8%
Luke J. Huybrechts............................................                 6,750(1)              *
Kenneth W. Harber.............................................                38,945(2)              *
Randall H. Frazier............................................                    --                 --
John M. Holland...............................................                    --                 --
All directors and executive officers as a group (5 persons)...            54,045,695               95.8%
</TABLE>

- -------------------------
* Less than 1%

(1)      Includes  3,750  shares that Mr.  Huybrechts  may  acquire  through the
         exercise of stock options.

(2)      Includes 38,586 shares that Mr. Harber may acquire through the exercise
         of stock options.


                                       4
<PAGE>

               EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES

Executive Officers

         The Executive  Officers of the Company are: Robert Kopstein,  President
and Chief Executive Officer; Luke J. Huybrechts, Senior Vice President of Sales;
and Kenneth W. Harber, Vice President of Finance,  Treasurer and Secretary.  See
the information  concerning nominees for directors above for certain information
concerning each of these officers.

Other Significant Employees

         The  following   table   contains   information  as  to  certain  other
significant employees of the Company.
<TABLE>
<CAPTION>
                    Name                             Age               Office Held with Company
                    ----                             ---               ------------------------
<S>                                                   <C>         <C>
Ted Leonard................................           48          Vice President of Sales, Western Region

James Enochs...............................           40          Vice President of Sales, Southeastern Region

Paul Oh....................................           58          Vice President of Sales, Far East

Susan Adams................................           40          Vice President of Marketing
</TABLE>

         Mr.  Leonard has been Vice  President  of Sales,  Western  Region since
1992. Before joining the Company,  Mr. Leonard worked in engineering  management
at  Alcatel   Telecommunications  Cable.  Prior  to  that  he  worked  at  ITT's
Electro-Optical Products Division.

         Mr. Enochs has been Vice President of Sales,  Southeastern Region since
1992. Before that he was Distribution Sales Manager from 1990 to 1992 and Inside
Sales Manager from 1988 to 1990.

         Dr. Oh has been Vice  President of Sales,  Far East since 1989.  Before
joining  the  Company,   Dr.  Oh  worked  at  Samsung  Electronics  Co.  as  the
Technical/Managing  Director of fiber optic products. Prior to that he worked at
ITT's Electro-Optical Products Division.

         Ms. Adams has been Vice  President of Marketing  since 1992.  Ms. Adams
worked as  Marketing  Services  Coordinator  from 1984 to 1987 and  Director  of
Marketing from 1987 to 1992.

         There  are no  family  relationships  among  the  directors,  executive
officers, or other significant employees of the Company.


                                       5
<PAGE>
                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth information concerning compensation paid
by the  Company  to the  Chief  Executive  Officer  and to all  other  executive
officers of the Company whose total salary and bonus  exceeded  $100,000 for the
year ended October 31, 2000.

<TABLE>
                                             Summary Compensation Table
<CAPTION>
                                                                                                           Long-Term
                                                                                                          Compensation
                                                             Annual Compensation                             Awards
                                                                                                                   All Other
Name and                              Fiscal                                  Other Annual         Options        Compensation
Principal Position                    Years      Salary($)     Bonus($)     Compensation ($)     Granted (#)        ($) (1)
- -----------------------------------  ---------  ------------- ------------ -------------------- --------------- -----------------
<S>                                    <C>           <C>           <C>             <C>             <C>               <C>
Robert Kopstein                        2000          506,988       79,993          --                 --             12,188
   Chairman, President and             1999          505,889       34,108          --                 --             13,567
   Chief Executive Officer             1998          521,889       29,370          --                 --             17,373

Luke J. Huybrechts                     2000          108,172       82,673           --                --             14,845
   Senior Vice President of            1999          105,182       64,870           --             1,500(2)          13,948
   Sales                               1998          102,700       57,730           --                --             17,259

Kenneth W. Harber                      2000          102,118       83,158           --                --             14,213
   Vice President of                   1999           99,069       65,357           --                --             13,296
   Finance, Treasurer and              1998           96,800       58,084           --             3,446(2)          13,129
   Secretary
</TABLE>

- -----------------
(1)       These  amounts  are  the  Company's  matching   contributions  to  the
          Company's 401(k)  retirement  savings plan on behalf of the individual
          executive officers.

(2)       Represents the number of  "replacement"  stock options  granted during
          the fiscal year indicated, as described below.

Stock Option Grants

         No new stock  options were granted to the executive  officers  named in
the Summary  Compensation  Table above during the fiscal year ended  October 31,
2000.  Stock option grants to  participants  in the Company's Stock Option Plan,
however,  generally  have  a  "replacement"  feature,  whereby  the  participant
automatically receives a replacement option to purchase additional shares of the
Company's Common Stock equal to the number of shares surrendered, if any, to the
Company by the  participant  in payment of the  exercise  price with  respect to
stock options exercised.

Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Values

         The following  table sets forth certain  information  concerning  stock
options  exercised  during the fiscal year ended  October 31, 2000 by  executive
officers  named  in the  Summary  Compensation  Table  above  and the  value  of
unexercised options held by such executive officers as of October 31, 2000.


                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                 Aggregated Option Exercises in Last Fiscal Year
                                                        and Fiscal Year-End Option Values

                                                                      Number of                       Value of
                             Shares                            Underlying Unexercised                Unexercised
                          Acquired on          Value              Options at fiscal             In-the-money Options
Name                      Exercise (#)     Realized (1)             Year-end (#)               at October 31, 2000 (2)
- ----                      ------------     ------------      ---------------------------     ---------------------------
                                                             Exercisable   Unexercisable     Exercisable   Unexercisable
                                                             ---------------------------     ---------------------------

<S>                          <C>             <C>                <C>           <C>              <C>            <C>
Luke J. Huybrechts           16,125          $ 507,668          3,750         19,125           $  31,941      $ 245,095

Kenneth W. Harber              0                  0            38,586         21,862           $ 501,596      $ 272,606
</TABLE>

- ----------------------
(1)       Represents   the   difference   between  the  exercise  price  of  the
          outstanding  options and the closing  price of the Common Stock on the
          date the option was exercised.

(2)       Represents   the   difference   between  the  exercise  price  of  the
          outstanding  options  and the  closing  price of the  Common  Stock on
          October 31, 2000, which was $15.9375 per share.

Compensation Committee Interlocks and Insider Participation

         Robert Kopstein, the Chairman, Chief Executive Officer and President of
the Company, serves on the Compensation Committee of the Board of Directors.

Employment Agreements

         Mr.  Kopstein  has an  employment  arrangement  pursuant  to which  Mr.
Kopstein  receives a base  salary  equal to one percent of the  previous  fiscal
year's net sales and a sales commission or incentive bonus of one percent of any
increase between the current fiscal year's net sales and the prior fiscal year's
net sales. The Company  calculates and pays Mr. Kopstein's  incentive bonus on a
monthly  basis by comparing  the prior  month's net sales with the net sales for
the  corresponding  month in the prior fiscal year.  Such  calculations  are not
cumulative,  so,  depending on monthly net sales  fluctuations  during any given
fiscal year, Mr. Kopstein might receive monthly  incentive  bonuses with respect
to net sales increases in certain months even though annual cumulative net sales
decreased  when  compared  to the prior  fiscal  year.  Compensation  under this
arrangement  amounted  to $586,981  during the period  from  November 1, 1999 to
October 31, 2000.

         Mr. Kopstein's employment arrangement, in place since February 1, 1995,
is governed by employment  agreements that generally  expire after one year. Mr.
Kopstein and the Company had entered into an  employment  agreement  dated as of
November 1, 1999,  which expired  October 31, 2000.  Prior to the  expiration of
this  employment  agreement,  Mr.  Kopstein and the Company entered into another
employment  agreement,  dated as of  November 1, 2000,  to renew Mr.  Kopstein's
employment  arrangement  through October 31, 2001.  Pursuant to the terms of his
employment  agreement  dated as of  November  1, 2000,  which are  substantially
similar  to those of his prior  employment  agreements,  he is  employed  by the
Company as President and Chief Executive  Officer under the following  terms. As
described  above,  he has a monthly salary equal to one percent of net sales for
fiscal year 2000 and is also paid a sales  commission  monthly of one percent of
the  positive  difference  between  the net sales of fiscal year 2001 and fiscal
year 2000, based on the corresponding  period of employment.  He also agrees not
to  compete  with  the  Company  within  12  months  of the  termination  of his
employment.   He  receives  such  other  benefits  as  are  provided  comparable
employees.

         In  addition  to the  compensation  Mr.  Kopstein  receives  under  his
employment agreement,  the Company makes matching contributions to the Company's
401(k) retirement savings plan for the benefit of Mr. Kopstein.  Such additional
compensation totaled $12,188 in fiscal 2000.


                                       7
<PAGE>

Compensation Committee Report on Executive Compensation

         The  Compensation  Committee of the Board of Directors is composed of a
majority  of  independent,   non-management   directors.   The  members  of  the
Compensation Committee are Messrs. Kopstein,  Frazier and Holland. The Committee
has  responsibility  for developing and implementing the Company's  compensation
policy for senior  management,  and for  determining  the  compensation  for the
executive officers of the Company. The goal of the Compensation  Committee is to
achieve fair  compensation for the individuals and to enhance  shareholder value
by continuing to closely align the financial rewards of management with those of
the Company's  shareholders.  The Company's stock incentive plan is administered
by the Stock Option Plan Subcommittee of the Compensation Committee. The members
of the Stock Option Plan Subcommittee are Messrs.  Frazier and Holland,  who are
both non-employee, independent directors.

Criteria for Compensation Levels

         The  Company  seeks to attract  and  retain  qualified  executives  and
employees who are creative,  motivated and dedicated.  The Committee attempts to
create  and  administer  a  compensation  program  to  achieve  that  goal  with
consistency  throughout the Company. With respect to its executive officers, the
Company competes with other  manufacturers and fiber optic related industries in
North  America.  The Committee is very much aware of the need to hire and retain
highly qualified executives in the specialized field of fiber optics.

         Executive  officer   compensation  is  generally   comprised  of  three
components:  base salary,  monthly and annual incentive bonus compensation,  and
long-term  incentive  stock  options.   Executive  officers  receive  a  greater
percentage of their total compensation in the form of incentive compensation.

         In establishing the level of compensation  for each executive  officer,
including the Chief Executive Officer, the Compensation Committee considers many
factors,  including, but not limited to, the executive officer's contribution to
the  advancement  of  corporate  goals,  impact on financial  results,  business
production,  development  of the management  team and strategic  accomplishments
such   as   development   of   new   customers   and   products,    geographical
responsibilities,   product  development  and  seniority.   The  Committee  also
considers the  competitiveness  and fairness of the compensation.  The amount of
base compensation,  incentive bonuses, and long-term incentive  compensation for
each executive  officer is determined by the  Compensation  Committee  using the
subjective factors set forth above. Salary and incentive compensation awards are
reviewed semi-annually or as deemed appropriate.

Base Salary

         In determining  the base salary of each executive  officer,  other than
the  Chief  Executive  Officer,  the  Compensation  Committee  is  guided by the
recommendations  of the Chief  Executive  Officer.  The base salary of the Chief
Executive  Officer  for  fiscal  2000 was based on the  terms of his  employment
agreement  that  expired on October 31, 2000. A new  employment  agreement  with
substantially similar terms has been entered into by the Chief Executive Officer
extending his  employment  arrangement  until October 31, 2001.  Pursuant to the
terms of his employment  agreement,  as described above, Mr. Kopstein receives a
base salary equal to one percent of the previous  fiscal  year's net sales.  Mr.
Kopstein  received a base salary of $506,988  for the fiscal year ended  October
31, 2000.

Incentive Bonuses

         The  sales  commissions  or  incentive  bonuses  received  by the Chief
Executive  Officer  during  fiscal  2000 were paid  pursuant  to the terms of an
employment  agreement,  as described above, under which he received an incentive
bonus equal to one percent of any increase between the current fiscal year's net
sales and the prior fiscal  year's net sales.  The Company  calculates  and pays
such incentive  bonus to Mr.  Kopstein on a monthly basis by comparing the prior
month's  net sales with the net sales for the  corresponding  month in the prior
fiscal year. Such calculations are not cumulative,  so, depending on monthly net
sales  fluctuations  during any fiscal year, Mr.  Kopstein might receive monthly
incentive  bonuses  with respect to net sales  increases in certain  months even


                                       8
<PAGE>

though annual  cumulative net sales  decreased when compared to the prior fiscal
year. Mr. Kopstein  received  incentive  bonuses totaling $79,993 for the fiscal
year ended October 31, 2000.

         Each year the executive officers are eligible for discretionary bonuses
granted by the Compensation Committee.  The amount of bonuses to be paid to such
executive officers is determined by the Compensation  Committee using subjective
factors   discussed   above,  and  taking  into  account  the  amount  of  other
compensation  received by such executive  officer.  Additionally,  the executive
officers, other than the Chief Executive Officer, are also included in a monthly
and lump-sum  bonus plan which is based on a percentage of the previous  month's
sales.

Long-Term Incentive Compensation

         The Company adopted the Optical Cable  Corporation 1996 Stock Incentive
Plan on March 1, 1996 (the "Plan"). All of the executive officers participate in
the Plan except the Chief Executive Officer. Additionally, many of the Company's
employees  participate in the Plan. The Plan is administered by the Stock Option
Plan  Subcommittee.  All grants under the Plan are approved by the full Board of
Directors.  The Chief Executive Officer does not participate in the Plan because
his large  holdings of the  Company's  Common Stock already  properly  align his
interests with those of the shareholders.

         The Plan is intended to provide a means for key  employees  to increase
their personal financial interest in the Company, and stimulate efforts of those
employees and  strengthen  their desire to remain with the Company.  The Company
has reserved  6,000,000  shares of Common Stock for issuance in connection  with
incentive  awards  granted under the Plan.  (The Stock Option Plan  Subcommittee
increased the number of shares reserved under the Plan from 4,000,000  shares as
a result of the 3-for-2 stock split mentioned above.) Under the Plan,  qualified
incentive  stock  options are granted at not less than fair market  value on the
date of grant.  The options vest 25 percent  after two years,  50 percent  after
three years, 75 percent after four years and 100 percent after five years.

         The Stock Option Plan Subcommittee  receives  recommendations  from the
Compensation  Committee,  including the Chief  Executive  Officer (who is also a
member of the Compensation Committee but does not receive compensation under the
Plan and does not vote on grants pursuant to the Plan),  for each employee,  and
considers individual and Company performance in awarding long-term  compensation
pursuant to the Plan.  The Committee  anticipates  that over the next few years,
awards will generally be in the form of qualified  incentive stock options.  The
Committee  believes  that awards of stock  options,  which reward  Company stock
price appreciation over the long-term,  are particularly appropriate in light of
the nature of the Company's business and long-term business plans.

Compensation of Chief Executive Officer

         The  Committee  believes  the  terms of the Chief  Executive  Officer's
employment  agreement,  as  described  above,  provide  a level of  compensation
commensurate  with his  talents,  skills and  responsibilities.  Mr.  Kopstein's
compensation reflects a subjective analysis by the Compensation Committee of the
criteria set forth under  "Criteria  for  Compensation  Levels" set forth above.
Additionally,  the  Compensation  Committee has  considered  such factors as the
Chief Executive  Officer's  contribution to the development of the  technologies
used by the  Company  and the fact his  responsibilities  include  matters  that
typically would be handled by a chief operating officer.  The committee believes
the  formula  used to  determine  Mr.  Kopstein's  compensation  pursuant to his
employment agreement encourages the growth of the Company.

         As set forth in the Summary  Compensation  above, Mr.  Kopstein's total
compensation  for the fiscal  year ended  October 31,  2000 was  $599,169.  Such
annual  compensation  included  a  base  salary  of  $506,988,  pursuant  to Mr.
Kopstein's employment agreement,  a discretionary bonus of $79,993, and matching
contributions to the Company's 401(k) retirement savings plan for the benefit of
Mr. Kopstein totaling $12,188.


                                       9
<PAGE>

Compliance with Section 162(m) of the Internal Revenue Code

         The Company is subject to Section 162(m) of the Internal  Revenue Code,
which  imposes a $1  million  limit on the  amount of  compensation  that may be
deducted  by the Company  for a taxable  year with  respect to each of the Chief
Executive Officer and the four most highly compensated executive officers of the
Company.  Performance-based  compensation (such as compensation  pursuant to the
stock incentive plan), if it meets certain  requirements,  is not subject to the
deduction  limit. The Committee has reviewed the impact of Section 162(m) on the
Company and  believes  that it is  unlikely  that the  compensation  paid to Mr.
Kopstein or any of the other  executive  officers during the current fiscal year
will exceed the limit.  Furthermore,  the Plan is  generally  designed to comply
with the requirements of the performance-based compensation exception for the $1
million limit.  The Committee will continue to monitor the impact of the Section
162(m) limit on the Company and to assess  alternatives for avoiding any loss of
tax deductions.

                Randall H. Frazier, Compensation Committee Member
                John M. Holland, Compensation Committee Member
                Robert Kopstein, Compensation Committee Member


Report of the Audit Committee

         The  Audit  Committee  of the  Board of  Directors  of the  Company  is
composed of two  independent  directors  and  operates  under a written  charter
adopted by the Board of Directors, which is attached hereto as Exhibit A.

         Management is responsible for the Company's  internal  controls and the
financial reporting process. The Company's  independent  accountants,  KPMG LLP,
are responsible for performing an independent  audit of the Company's  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States  of  America  and the  issuance  of a report  thereon.  The Audit
Committee's responsibility is to monitor and oversee these processes.

         In this context,  the Audit Committee has met and held discussions with
management and the independent accountants.  Management represented to the Audit
Committee that the Company's  financial  statements  were prepared in accordance
with accounting  principles  generally accepted in the United States of America,
and the Audit  Committee  has  reviewed  and  discussed  the  audited  financial
statements with management and the independent accountants.  The Audit Committee
discussed with the independent  accountants  matters required to be discussed by
Statement on Auditing Standards No. 61,  "Communication  with Audit Committees,"
which includes, among other things:

          o         methods   used   to   account   for   significant    unusual
                    transactions;

          o         the   effect   of   significant   accounting   policies   in
                    controversial or emerging areas for which there is a lack of
                    authoritative guidance or consensus;

          o         the process used by management in  formulating  particularly
                    sensitive   accounting  estimates  and  the  basis  for  the
                    auditors'  conclusions regarding the reasonableness of these
                    estimates; and

          o         disagreements   with  management  over  the  application  of
                    accounting principles, the basis for management's accounting
                    estimates, and the disclosures in the financial statements.

         The  independent  accountants  also provided to the Audit Committee the
written  disclosures  required by  Independence  Standards Board Standard No. 1,
"Independence  Discussions  with  Audit  Committees,"  and the  Audit  Committee
discussed with the independent  accountants  that firm's  independence  from the
Company and its management.


                                       10
<PAGE>

         Based on the  Audit  Committee's  discussion  with  management  and the
independent  accountants and the Audit Committee's  review of the representation
of management  regarding the audited  financial  statements and of the report of
the  independent  accountants  to  the  Audit  Committee,  the  Audit  Committee
recommended  to the Board of  Directors,  and the Board has  approved,  that the
audited financial  statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 2000,  for filing with the Securities
and Exchange Commission.

                   Randall H. Frazier, Audit Committee Member
                     John M. Holland, Audit Committee Member


Fees Billed by Independent Public Accountants

         The  following  table sets forth the  amount of audit  fees,  financial
information systems design and implementation fees, and all other fees billed or
expected to be billed by KPMG LLP, the Company's principal  accountant,  for the
year ended October 31, 2000:

                                                               Amount
                                                           --------------
         Audit Fees (1)                                   $       151,900
         Financial Information Systems Design and
              Implementation Fees (2)                                 ---
         All Other Fees (3)                                        46,810
                                                           --------------

                                    Total Fees            $      198, 710
                                                           ==============


- -------------------

(1)       Includes annual financial statement audit and limited quarterly review
          services.

(2)       No such  services were provided by KPMG LLP for the most recent fiscal
          year.

(3)       Primarily  represents  income tax services  other than those  directly
          related to the audit of the income tax accrual.

         The  Audit  Committee  of the Board of  Directors  of the  Company  has
considered  whether the provision of financial  information  systems  design and
implementation  and other non-audit services is compatible with maintaining KPMG
LLP's independence.


                                       11
<PAGE>

Performance Graph

         The following graph compares the cumulative total return based on share
price  (assuming  reinvestment  of dividends)  since April 2, 1996,  the date on
which the Company's Common Stock began trading on the Nasdaq National Market, of
(i) the Company's  Common Stock,  (ii) the Nasdaq Stock Market Index and (iii) a
peer group index composed of the following companies:  AFC Cable Systems, Andrew
Corporation,  Belden,  Inc.,  Cable Design  Technologies,  Inc., and Encore Wire
Corp.

                              [PERFORMANCE GRAPH]

                COMPARISON OF 55 MONTH CUMULATIVE TOTAL RETURN*
                        AMONG OPTICAL CABLE CORPORATION,
             THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP

                                       Cumulative Total Return
                             ------------------------------------------------
                              4/2/96   10/96   10/97   10/98   10/99   10/00
                              ------   -----   -----   -----   -----   -----
OPTICAL CABLE CORPORATION     100.00  416.69  331.27  410.44  412.52  796.88
NASDAQ STOCK MARKET (U.S.)    100.00  109.73  144.38  161.53  273.05  309.23
PEER GROUP                    100.00  111.85  104.76   65.15   60.46  108.64


*$100 INVESTED ON 4/2/96 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING OCTOBER 31.


                                       12
<PAGE>

      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the Exchange Act  requires  the  Company's  officers,
directors and persons who own more than 10 percent of a registered  class of the
Company's  equity  securities  to file  reports  of  ownership  and  changes  in
ownership with the Securities and Exchange Commission.  Officers,  directors and
greater than 10 percent  shareholders  are required by the regulation to furnish
the Company with copies of the Section 16(a) forms which they file.

         Except as set forth below, to the Company's knowledge,  based solely on
review  of  copies  of  such  reports  furnished  to the  Company,  and  written
representations that no other reports were required during the fiscal year ended
October 31,  2000,  all Section  16(a)  filing  requirements  applicable  to the
Company's  officers,  directors and greater than ten percent  beneficial  owners
were complied with by such persons. Messrs. Huybrechts and Harber have each been
late in reporting,  on one occasion,  a stock option grant received  pursuant to
the Company's stock incentive plan.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Tax Indemnification Agreement

         Mr. Kopstein has entered into a Tax Indemnification  Agreement with the
Company,  pursuant  to which he will  indemnify  the  Company for any income tax
liability of the Company arising from its S Corporation  status being denied for
any periods prior to its termination, but only to the extent such denial results
in a refund to Mr.  Kopstein of personal  income taxes paid with respect to such
periods.

                                  OTHER MATTERS

         The Board of Directors  knows of no other  business to be acted upon at
the Annual Meeting other than those referred to in this Proxy Statement.  If any
other matters  properly come before the Annual  Meeting,  it is the intention of
the persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.

                              SHAREHOLDER PROPOSALS

         Proposals  of  Shareholders  of the  Company  that are  intended  to be
presented at the Company's 2002 Annual Meeting of Shareholders  must be received
by the Company no later than October 15, 2001 in order that they may be included
in the proxy statement and form of proxy relating to that meeting.

                                  ANNUAL REPORT

         A copy of the Company's Annual Report for the fiscal year ended October
31, 2000 including the financial statements and notes thereto is being mailed to
the shareholders of record along with this Proxy Statement. The Annual Report is
not  incorporated  by reference in this Proxy Statement and is not considered to
be part of the proxy material.

                               FURTHER INFORMATION

         The  Company  will  provide  without  charge to each person from whom a
proxy is solicited by the Board of  Directors,  upon the written  request of any
such person, a copy of the Company's  annual report on Form 10-K,  including the
financial  statements  and  financial  statement  schedule  attached as exhibits
thereto,  required to be filed with the U.S.  Securities and Exchange Commission
pursuant to the Securities  Exchange Act of 1934, as amended,  for the Company's
fiscal year ended October 31, 2000. Such written  requests should be sent to the
Company at its principal  executive  offices,  5290  Concourse  Drive,  Roanoke,
Virginia 24019, attention Kenneth W. Harber, Corporate Secretary.


                                       13
<PAGE>

         Upon  request,  the Company will also furnish any other  exhibit of the
annual  report on Form 10-K upon  advance  payment of  reasonable  out-of-pocket
expenses of the Company  related to the  Company's  furnishing  of such exhibit.
Requests  for copies of any  exhibit  should be  directed  to the Company at its
principal  executive  offices,  5290 Concourse Drive,  Roanoke,  Virginia 24019,
attention Kenneth W. Harber, Corporate Secretary.

                              By Order of the Board of Directors


                              Kenneth W. Harber
                              Secretary

Date: February 14, 2001


                                       14
<PAGE>

                                                                       Exhibit A

                            OPTICAL CABLE CORPORATION
                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS

- --------------------------------------------------------------------------------

I.       AUDIT COMMITTEE PURPOSE

The Audit  Committee  is appointed by the Board of Directors to assist the Board
in fulfilling  its oversight  responsibilities.  The Audit  Committee's  primary
duties and responsibilities are to:

o        Monitor the integrity of the Company's  financial reporting process and
         systems of internal controls  regarding  finance,  accounting and legal
         compliance.

o        Monitor the independence  and performance of the Company's  independent
         auditors.

o        Provide  an avenue of  communication  among the  independent  auditors,
         management, and the Board of Directors.

o        Encourage  adherence to and  continuous  improvements  to the Company's
         policies, procedures and practices at all levels.

o        Review areas of potential significant financial risk to the Company.

o        Monitor compliance with legal and regulatory requirements.

The Audit Committee has the authority to conduct any  investigation  appropriate
to fulfilling its  responsibilities  and it has direct access to the independent
auditors,  as well as anyone in the  organization.  The Audit  Committee has the
ability to retain, at the Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties.

II.      AUDIT COMMITTEE COMPOSITION AND MEETINGS

Audit Committee members shall meet the requirements of the NASDAQ Exchange.  The
Audit Committee shall be comprised of two or more directors as determined by the
Board, each of whom shall be independent  nonexecutive directors,  free from any
relationship  that would  interfere with the exercise of his or her  independent
judgment.  All  members of the  Committee  shall have a basic  understanding  of
finance and accounting and be able to read and understand  fundamental financial
statements,  and at least one member of the Committee  shall have  accounting or
related financial management expertise.

The Committee shall meet at least annually,  or more frequently as circumstances
dictate.  The Audit  Committee  Chair shall prepare  and/or approve an agenda in
advance of each  meeting.  The  Committee  should meet  privately  in  executive
session at least annually with management and the independent  auditors and as a
committee  to discuss any matters  that the  Committee  or each of these  groups
believe should be discussed.  In addition, the Committee, or at least its Chair,
should  communicate  with management and the independent  auditors  quarterly to
review the Company's interim financial statements and significant findings based
upon the auditors' limited quarterly review procedures.


                                      A-1
<PAGE>

III.     AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

Review Procedures
- -----------------

1.       Review and reassess  the  adequacy of this  Charter at least  annually.
         Submit the charter to the Board of Directors  for approval and have the
         document  published at least every three years in  accordance  with SEC
         rules and regulations.

2.       Review the  Company's  annual  audited  financial  statements  prior to
         filing  or   distribution.   Review  should  include   discussion  with
         management and  independent  auditors of significant  issues  regarding
         accounting principles, practices and judgments.

3.       In consultation with management and the independent auditors,  consider
         the  integrity  of the  Company's  financial  reporting  processes  and
         controls.  Discuss  significant risk exposures and the steps management
         has  taken to  monitor,  control  and  report  such  exposures.  Review
         significant  findings  prepared by the independent  auditors,  together
         with management's responses.

4.       Review with  financial  management  and the  independent  auditors  the
         Company 's quarterly financial results prior to the release of earnings
         and/or the Company's quarterly financial  statements prior to filing or
         distribution.   Discuss  any  significant   changes  to  the  Company's
         accounting  principles and any items required to be communicated by the
         independent  auditors in accordance with SAS 61 (see item 9). The Chair
         of the Committee may represent the entire Audit  Committee for purposes
         of  this  review,  or  the  quarterly  review  may be  accomplished  by
         conference call with the entire audit committee.

Independent Auditors
- --------------------

5.       The  independent  auditors  are  ultimately  accountable  to the  Audit
         Committee and the Board of Directors.  The Audit Committee shall review
         the independence and performance of the auditors and annually recommend
         to the Board of Directors the appointment of the  independent  auditors
         or approve any discharge of auditors when circumstances warrant.

6.       Approve the fees and other  significant  compensation to be paid to the
         independent  auditors.  Review and  approve  requests  for  significant
         management  consulting  engagements to be performed by the  independent
         auditors firm and be advised of any other  significant study undertaken
         at the  request  of  management  that is beyond  the scope of the audit
         engagement letter.

7.       On an annual basis,  the  Committee  should review and discuss with the
         independent  auditors all significant  relationships they have with the
         Company that could impair the auditors' independence.

8.       Review the independent  auditors audit  plan-discuss  scope,  staffing,
         locations,  reliance upon  management and general audit  approach.  The
         Audit Committee  should review the independent  auditors' audit plan to
         see that it is sufficiently  detailed and covers any significant  areas
         of concern that the Audit Committee may have.

9.       Prior to filing the annual report on Form 10-K,  discuss the results of
         the  audit  with the  independent  auditors.  Discuss  certain  matters
         required to be  communicated  to audit  committees in  accordance  with
         AICPA SAS 61.

10.      Consider  the  independent  auditors'  judgments  about the quality and
         appropriateness  of the Company's  accounting  principles as applied in
         its financial reporting.


                                      A-2
<PAGE>

Legal Compliance
- ----------------

11.      On at least an annual  basis,  review with the Company's  counsel,  any
         legal   matters   that   could  have  a   significant   impact  on  the
         organization's  financial  statements,  the Company's  compliance  with
         applicable laws and regulations,  inquiries reviewed from regulators or
         governmental agencies.

Other Audit Committee Responsibilities
- --------------------------------------

12.      Annually prepare a report to shareholders as required by the Securities
         and Exchange Commission. The report should be included in the Company's
         annual proxy statement.

13.      Perform  any  other  activities   consistent  with  this  Charter,  the
         Company's  By-laws and  governing  law, as the  Committee  or the Board
         deems necessary or appropriate.

14.      Maintain  minutes of meetings and  periodically  report to the Board of
         Directors on significant results of the foregoing activities.








                                      A-3
<PAGE>
(PROXY CARD)

                           OPTIONAL CABLE CORPORATION
      PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OPTICAL CABLE
  CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 13, 2001.

The undersigned  appoints Luke J. Huybrechts and Kenneth W. Harber, or either of
them,  with  full  power of  substitution,  to  attend  the  Annual  Meeting  of
Shareholders  of  Optical  Cable  Corporation  on  March  13,  2001,  and at any
adjournments  thereof,  and to vote all shares  which the  undersigned  would be
entitled to vote if personally  present upon the following  matters set forth in
the Notice of Annual Meeting and Proxy Statement.

1.   Election of Directors

     |_|  FOR the FIVE nominees listed below        |_| WITHHOLD AUTHORITY to
          (except as marked to the contrary below)      vote for the FIVE
                                                        nominees listed below

       Nominees: Robert Kopstein, Luke J. Huybrechts, Kenneth W. Harber,
                    Randall H. Frazier, John M. Holland
   (INSTRUCTION: To withhold authority for any individual nominee, write that
                  nominee's name in the space provided below)


<PAGE>

2.   To ratify the appointment of KPMG LLP as independent accountants for the
     Company for fiscal year 2001;

     |_|  FOR this proposal      |_| AGAINST this proposal       |_| ABSTAIN

3.   In their discretion, upon such other business as may properly come before
     the meeting and any adjournments thereof.


                                   PLEASE DATE, SIGN AND RETURN PROXY PROMPTLY.
                                   Receipt of Notice of Annual Meeting and Proxy
                                   Statement is hereby acknowledged.


                                   ------------------------------------------
                                   Shareholder's signature

                                   ------------------------------------------
                                   Joint Holder's Signature (if applicable)

                                   Date: _____________________________________

                                   When properly executed, this proxy will be
                                   voted in the manner directed herein. IF NO
                                   DIRECTION IS MADE, THIS PROXY WILL BE VOTED
                                   FOR THE ELECTION OF THE NOMINEES OF THE BOARD
                                   OF DIRECTORS IN THE ELECTION OF DIRECTORS,
                                   FOR PROPOSAL 2 ABOVE, AND IN ACCORDANCE WITH
                                   THE JUDGMENT OF THE PERSON(S) VOTING THE
                                   PROXY UPON SUCH OTHER MATTERS PROPERLY COMING
                                   BEFORE THE MEETING AND ANY ADJOURNMENTS
                                   THEREOF. Please sign exactly as name(s)
                                   appear above.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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