<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>
<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             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 (S) 240.14a-11(c) or (S) 240.14a-12

                      OPTICAL CABLE CORPORATION
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the 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:

<PAGE>

                       [LOGO OF OPTICAL CABLE CORPORATION]

                            OPTICAL CABLE CORPORATION
                              5290 CONCOURSE DRIVE
                             ROANOKE, VIRGINIA 24019

February 16, 2002

Dear Shareholder:

     You are cordially invited to attend Optical Cable Corporation's (the
"Company") Annual Meeting of Shareholders to be held on March 12, 2002, at 10:00
a.m. local time at the Roanoke Higher Education Center, 108 N. Jefferson Street,
Room 212, Roanoke, Virginia.

     You are being asked to elect the Company's Board of Directors from the
slate of directors nominated in accordance with the Company's Bylaws, and to
ratify the appointment of KPMG LLP as independent accountants for the Company.
We also will be pleased to report on the affairs of the Company.

     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,


                                    /s/ Neil D. Wilkin, Jr.
                                    ---------------------------------------
                                    Neil D. Wilkin, Jr.
                                    Acting-President and Chief Financial 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>

                       [LOGO OF OPTICAL CABLE CORPORATION]

                            OPTICAL CABLE CORPORATION

                    Notice of Annual Meeting of Shareholders
                                 March 12, 2002

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 12, 2002 at 10:00 a.m., local time, at the Roanoke Higher
Education Center, 108 N. Jefferson Street, Room 212, Roanoke, Virginia for the
following purposes:

     1. To elect six directors from the slate of directors nominated in
accordance with the Company's Bylaws 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 2002; 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 25, 2002
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

                                    /s/ Kenneth W. Harber
                                    -----------------------------------
                                    Kenneth W. Harber
                                    Secretary

Roanoke, Virginia
February 16, 2002

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

                                 PROXY STATEMENT
                   TO BE MAILED ON OR ABOUT FEBRUARY 16, 2002

                                       FOR

                         ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MARCH 12, 2002

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 12, 2002, 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 16, 2002 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 materials 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 also may 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 25, 2002
are entitled to notice of and to vote at the Annual Meeting. As of the record
date, 55,431,279 shares of Common Stock were issued and outstanding. 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 broker 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.

                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

     The Board, currently comprised of seven members, will be reduced to six
members effective with the election of directors at the annual meeting. The
Board has nominated six persons for election as directors. 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 as a result of a
nominee being unable to serve. The six 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>
Neil D. Wilkin, Jr.                  38                   2001            Director, Acting-President, Senior Vice President,
                                                                          Chief Financial Officer

Luke J. Huybrechts                   56                   1995            Director and Senior Vice President of Sales

Kenneth W. Harber                    51                   1995            Director, Vice President of Finance, Treasurer,
                                                                          Secretary

Randall H. Frazier                   51                   1996            Director

John M. Holland                      56                   1996            Director

Craig H. Weber                       42                   2002            Director
</TABLE>

     Mr. Wilkin was elected a Director of the Company in September 2001. In
September 2001, he was named Chief Financial Officer and Senior Vice President
of the Company. In December 2001, Mr. Wilkin became Acting-President in addition
to his role as Chief Financial Officer. Prior to joining the Company, Mr. Wilkin
served as Senior Vice President, Chief Financial Officer and Treasurer of
homebytes.com, incorporated ("Homebytes") a nationally licensed real estate
brokerage company. Mr. Wilkin joined Homebytes in January 2000. He was also
Senior Vice President and Chief Financial Officer of Owners.com, Inc., a
subsidiary of Homebytes. On June 1, 2001, both Homebytes and Owners.com, Inc.
filed for bankruptcy protection. Mr. Wilkin previously practiced law for over 5
years concentrating on mergers and acquisitions, corporate finance, and general
corporate matters. He worked at two law firms, McGuireWoods LLP in Richmond,
Virginia and Kirkland & Ellis in Washington, D.C. A CPA for over 15 years, Mr.
Wilkin practiced with Coopers & Lybrand before returning to graduate business
school and law school. Mr. Wilkin earned his MBA from the Darden School at the
University of Virginia, is a graduate of the University of Virginia School of
Law, and received his undergraduate degree from McIntire School of Commerce at
the University of Virginia.

                                       2

<PAGE>

     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 to
joining the Company, 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 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 1996. Mr.
Holland is 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.

     Mr. Weber was elected a Director of the Company in February 2002. He is the
President of Whitlockebs, a business and technology consulting firm based in
Richmond, Virginia and has served in that capacity since July 2001. Prior to
joining Whitlockebs, Mr. Weber was employed by homebytes.com incorporated
("Homebytes"), a nationally licensed real estate brokerage company from August
1999 until May 2001. He served on the board of directors and in various
executive officer capacities at Homebytes, including Executive Vice President
and Chief Operating Officer. He also served as an executive officer and board
member of Owners.com, Inc., a subsidiary of Homebytes. On June 1, 2001, both
Homebytes and Owners.com, Inc. filed for bankruptcy protection. From 1997 to
1999, Mr. Weber was Vice President of Business Development and Chief Legal and
Administrative Officer at Walco International, in Dallas, Texas, a national
distributor of pharmaceuticals and other products used in the commercial
production of animals food. Prior to that, Mr. Weber practiced law for over 12
years concentrating on corporate finance, mergers and acquisitions and general
corporate matters. He worked at two law firms, McGuireWoods LLP in Richmond,
Virginia, where he was a partner, and Sullivan & Cromwell in New York, New York.
Mr. Weber earned his MBA from the College of William and Mary, his law degree
from the University of Virginia and his undergraduate degree from Cornell
University.

Director Compensation

     In fiscal year 2001, each non-employee director was paid $500.00 for each
meeting that he attended, including committee meetings. In addition, the Company
reimbursed 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 did not receive any compensation for their
services as directors other than the compensation they receive as employees of
the Company.

     On February 12, 2002, the Board of Directors revised the compensation for
non-employee directors. Beginning March 12, 2002, each non-employee director
will be paid an annual retainer of $5,000 per year, and a $250 per meeting fee,
which includes board and committee meetings. Additionally, on February 12, 2002,
each non-employee director having not served as an officer of the Company within
the past year was granted options to purchase 8,325 shares of Common Stock at
then current market price. The options vest in equal monthly amounts over one
year. The Company will continue to reimburse the non-employee directors for
their reasonable out-of-pocket expenses and management directors still will not
receive any other compensation for their services as directors other than that
received as an employee.

                                       3

<PAGE>

Meetings of the Board of Directors and Committees

     The Board of Directors held a total of eight meetings during the Company's
fiscal year ended October 31, 2001. 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. The Board of Directors does not have a
Nominating Committee. During the fiscal year, the Audit Committee was comprised
of Messrs. Frazier and Holland. Mr. Weber was added to the Audit Committee upon
his election to the Board of Directors in February 2002. The Audit Committee met
four times during the fiscal year. The Compensation Committee currently is
comprised of Messrs. Frazier and Holland. The Compensation Committee met once
during the fiscal year. Additionally, the Board of Directors has established a
Stock Option Plan Subcommittee of the Compensation Committee. The Stock Option
Plan Subcommittee is comprised of Messrs. Frazier and Holland. The Stock Option
Plan Subcommittee met two times during the fiscal year.

     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.

     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 2002. 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 2002.

                                        4

<PAGE>

                      BENEFICIAL OWNERSHIP OF COMMON STOCK

     Except as noted below, the following table sets forth information as of
January 25, 2002 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                                                 No. of Shares           Percent of Class
----------------                                                 -------------           ----------------
<S>                                                              <C>                     <C>
Neil D. Wilkin, Jr.                                                 31,250/1/                   *

Luke J. Huybrechts                                                  25,771/2/                   *

Kenneth W. Harber                                                   16,696/3/                   *

Randall H. Frazier/8/                                                1,388/4/                   *

John M. Holland/8/                                                   1,388/5/                   *

Craig H. Weber/8/                                                    2,388/6/                   *

Robert Kopstein                                                   17,941,355/7/               32.37%
4923 Fox Ridge Road
Roanoke, VA 24014

All directors and executive officers as a group                    18,020,236                 32.51%
(7 persons)
</TABLE>

___________________
* Less than 1%

         (1)      Includes 31,250 shares that Mr. Wilkin may acquire through the
                  exercise of stock options within 60 days of the date hereof.

         (2)      Includes 20,521 shares that Mr. Huybrechts may acquire through
                  the exercise of stock options within 60 days of the date
                  hereof and 2,250 shares that Barbara Huybrechts, his wife, may
                  acquire through the exercise of options within 60 days of the
                  date hereof.

         (3)      Includes 16,021 shares that Mr. Harber may acquire through the
                  exercise of stock options within 60 days of the date hereof.

         (4)      Includes 8,000 shares that Mr. Frazier may acquire through the
                  exercise of stock options within 60 days of the date hereof.

         (5)      Includes 1,388 shares that Mr. Holland may acquire through the
                  exercise of stock options within 60 days of the date hereof.

         (6)      Includes 1,388 shares that Mr. Weber may acquire through the
                  exercise of stock options within 60 days of the date hereof.

                                       5

<PAGE>

         (7)      In late September and continuing into early October 2001, the
                  Company learned that Mr. Kopstein apparently had pledged
                  substantially all of his 96% interest in the Company's Common
                  Stock to secure personal margin loans with seven different
                  brokerage firms without realizing the potential consequences.
                  Many of the brokers have sold these unregistered and
                  restricted shares of Mr. Kopstein. However, the Company
                  believes that A. G. Edwards and Sons, Inc. ("A. G. Edwards")
                  continues to hold 15 million shares. A. G. Edwards has
                  disclaimed beneficial ownership of these shares. The number of
                  shares reflected as owned by Mr. Kopstein in the table above
                  is, as of December 31, 2001, the last date such information
                  was available to the Company, and includes the 15 million
                  shares thought to be held by A. G. Edwards, as well as
                  approximately 1.2 million shares believed to be held by
                  another broker.

         (8)      On February 12, 2002, Mr. Frazier, Mr. Holland and Mr. Weber
                  were each granted stock options for 8,325 shares by the
                  Company's Board of Directors. The per share exercise price of
                  $0.89 associated with these options was equal to the closing
                  price of the Company's Common Stock on the date of the grant.


               EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES

Executive Officers

     A Special Committee of the Board of Directors was formed in early October
2001 to address Company issues arising from Mr. Kopstein's personal trading
activities. Membership of the Special Committee consisted solely of the
Company's outside directors. On December 3, 2001, upon recommendation of the
Special Committee, Mr. Kopstein was removed as Chairman, President and Chief
Executive Officer by the Board of Directors, and Neil D. Wilkin, Jr. was
appointed as Acting-President. Mr. Wilkin joined the Company in September 2001
as Senior Vice President and Chief Financial Officer and continues to serve in
these positions. At this time, the Company is not looking for a new Chief
Executive Officer.

     The current Executive Officers of the Company are: Neil D. Wilkin, Jr.,
Acting-President, Senior Vice President and Chief Financial 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.

       Name                           Age        Office Held
       ----                           ---        -----------

       Ted Leonard                    49         Vice President of Company

       James Enochs                   41         Vice President of Company

       Paul Oh                        59         Vice President of Company

       Susan Adams                    41         Vice President of Company

     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.

                                       6

<PAGE>

       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 these significant employees of the Company.

                             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, 2001.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                       Long-Term
                                               Annual Compensation                 Compensation Awards
                                               -------------------                 -------------------

                                                                                                  All Other
  Name and Principal        Fiscal                               Other Annual       Options       Compensa-
  ------------------                                                                              -----------
       Position             Years       Salary($)    Bonus($)   Compensation($)    Granted(#)     tion ($)/(1)/
       --------             -----       ---------    --------   ---------------    ----------     -----------
<S>                         <C>         <C>          <C>        <C>                <C>            <C>
Robert Kopstein/(2)/        2001        $582,190     $99,356         --                  --           $12,814
  Chairman,                 2000         506,988      79,993         --                  --            12,188
  President and CEO         1999         505,889      34,108         --                  --            13,567


Neil D. Wilkin, Jr./(2)/    2001        $ 20,000     $16,192    $15,000/(3)/        250,000                --
  Senior Vice President
  and Chief Financial
  Officer

Luke J. Huybrechts          2001        $111,842     $93,980         --              18,000           $10,452
  Senior Vice President     2000         108,172      82,673         --                  --            14,845
  of Sales                  1999         105,182      64,870         --                                13,948
                                                                                      1,500/(4)/

Kenneth W. Harber           2001        $105,624     $93,844         --              17,000           $10,452
  Vice President of         2000         102,118      83,158         --                  --            14,213
  Finance, Treasurer        1999          99,069      65,357         --                  --            13,196
  and Secretary
</TABLE>

_____________________

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

(2)    See discussion in "Executive Officer and Significant Employees
       Compensation" regarding Mr. Kopstein's removal as Chairman, Chief
       Executive Officer and President and Mr. Wilkin's appointment as Acting-
       President on December 3, 2001.

(3)    Moving allowance.

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

                                        7

<PAGE>


Stock Option Grants

                        Option Grants in Last Fiscal Year

                                Individual Grants
                                -----------------

<TABLE>
<CAPTION>
                                                                                   Potential Realizable
                     Number of (2)                                                   Value at Assumed
                      Securities      % of Total                                   Annual Rates of Stock
                      Underlying        Options                                    Price Appreciation for
                        Options        Granted to    Excercise                         Option Term (1)
                        Granted       Employees in   Base Price    Expiration          ---------------
     Name                 (#)         Fiscal Year      ($/Sh)         Date          5%($)           10%
     ----                ----         -----------      ------         ----         ---------------------
<S>                  <C>              <C>              <C>           <C>           <C>           <C>
Neil D. Wilkin, Jr.    250,000           38.5%          1.23        10/9/11        193,805       490,076

Kenneth W.              17,000            2.6%        10.6875       4/30/06         54,959       122,776
Harber/(3)/

Luke J.                 18,000            2.8%        10.6875       4/30/06         58,192       129,998
Huybrechts/(3)/
</TABLE>


(1)      The potential realizable values in the table assume that the market
         price of the Company's Common Stock appreciates in value from the date
         of grant to the end of the option term at the annual rate of 5% and 10%
         respectively. The actual value, if any, an executive may realize will
         depend on the excess, if any, of the stock price and the exercise price
         on the date the option is exercised. There is no assurance that the
         value realized by an executive will be at or near the value indicated
         in the table.

(2)      Stock option grants to participants in the Company's Stock Option Plan
         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 previously
         owned shares surrendered, if any, to the Company by the participant in
         payment of the exercise price with respect to stock options exercised.
         The exercise price of any replacement option is the market price of the
         Common Stock at the time the previously owned shares are surrendered to
         the Company in connection with the exercise of stock options.
         Replacement options do not have a "replacement" feature.

(3)      Mr. Harber and Mr. Huybrechts were each also granted stock options for
         125,000 shares on November 16, 2001, under the Company's 1996 Stock
         Incentive Plan. The per share exercise price of $1.25 associated with
         these stock options was equal to the closing price of the Company's
         Common Stock on the date of the grant.

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, 2001 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, 2001.

                                        8

<PAGE>

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

<TABLE>
<CAPTION>
                                                       Number of Underlying          Value of Unexercised In-the-
                                                      Unexercised Options at         money Options at October 31,
                                                      fiscal Year-end (#)                      2001 /(2)/
                                                   ----------------------------    ---------------------------------
                     Shares
                     Acquired on   Value
         Name        Exercise (#)  Realized /(1)/   Exercisable    Unexercisable  Exercisable   Unexercisable
         ----        ------------  --------------   -----------    -------------  -----------   -------------
<S>                  <C>           <C>              <C>            <C>            <C>           <C>
Neil D. Wilkin, Jr.          --              --            -0-         250,000          $0            $0

Luke J. Huybrechts       15,000        $162,450         7,500           25,825          $0            $0

Kenneth W. Harber        54,449        $389,606         3,000           20,000          $0            $0
</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, 2001, which was $1.18 per share.

Compensation Committee Interlocks and Insider Participation

     Robert Kopstein, the former Chairman, Chief Executive Officer and President
of the Company, served on the Compensation Committee of the Board of Directors
during the fiscal year. Mr. Kopstein no longer serves on the Compensation
Committee.

Employment Agreements

     Mr. Kopstein's employment with the Company since February 1, 1995 was
governed by one year employment agreements. Mr. Kopstein's latest one year
employment agreement with the Company was dated as of November 1, 2000. Mr.
Kopstein received a base salary equal to one percent of the previous fiscal
year's net sales and an 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 calculated and paid 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 were not cumulative, so,
depending on monthly net sales fluctuations during any given fiscal year, Mr.
Kopstein might have received 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 $681,546 during the period from November 1, 2000 to October 31,
2001.

     In addition to the compensation Mr. Kopstein received under his employment
agreement, the Company made contributions to the Company's 401(k) retirement
savings plan for the benefit of Mr. Kopstein. Such additional compensation
totaled $12,814 in fiscal 2001.

     On September 1, 2001, Mr. Wilkin entered into an employment agreement with
the Company to be employed as Senior Vice President and Chief Financial Officer
pursuant to which Mr. Wilkin receives a base salary of $120,000, a monthly bonus
equal to 0.09% of monthly sales, adjusted for point of sale, and a lump sum
year-end bonus equal to the twelve fiscal year monthly bonuses. Mr. Wilkin's
incentive bonus in fiscal year 2001 was $16,192.

     Mr. Harber entered into an employment agreement with the Company to be
employed as Vice President of Finance, effective as of November 1, 2001, whereby
Mr. Harber receives an annual base salary of $107,500, a monthly bonus equal to
0.09% of the monthly sales, adjusted for point of sale, and a year-end lump sum
bonus equal to the sum of the twelve fiscal year monthly bonuses. Prior to
November 1, 2001, Mr. Harber did not have an

                                       9

<PAGE>

employment agreement with the Company. Mr. Harber received a base salary of
$105,624 in fiscal year 2001. The total of the bonuses received by Mr. Harber in
fiscal 2001 was $93,844. In addition, the Company made contributions to the
Company's 401(k) retirement savings plan for the benefit of Mr. Harber totaling
$10,452 in fiscal 2001.

     Mr. Huybrechts entered into an employment agreement with the Company to be
employed as Senior Vice President of Sales, effective as of November 1, 2001,
whereby Mr. Huybrechts receives an annual base salary of $113,820, a monthly
bonus equal to 0.09% of the monthly sales adjusted for point of sale, and a
year-end lump sum bonus equal to the sum of the twelve fiscal year monthly
bonuses. Prior to November 1, 2001, Mr. Huybrechts did not have an employment
agreement with the Company. Mr. Huybrechts received a base salary of $111,842 in
fiscal year 2001. The total of the bonuses received by Mr. Huybrechts in fiscal
2001 was $93,980. In addition, the Company made contributions to the Company's
401(k) retirement savings plan for the benefit of Mr. Huybrechts totaling
$10,452 in fiscal 2001.

Compensation Committee Report on Executive Compensation

     The Compensation Committee of the Board of Directors currently is composed
of independent, non-employee directors. The current members of the Compensation
Committee are Messrs. 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 comprised generally of three components:
base salary, monthly and annual incentive bonus compensation, and long-term
incentive stock options. Executive officers receive a large percentage of their
total compensation in the form of incentive compensation.

     In establishing the level of compensation for each 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, the Compensation
Committee is guided by the recommendations of the Chief Executive Officer. The
base salary of the former Chief Executive Officer for fiscal 2001 was based on
the terms of his employment agreement that ran through October 31, 2001. Mr.
Kopstein received a base salary of $582,190 for the fiscal year ended October
31, 2001.

                                       10

<PAGE>

Incentive Bonuses

     The incentive bonuses received by the former Chief Executive Officer during
fiscal 2001 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 calculated and paid 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 were not cumulative, so, depending on monthly net sales
fluctuations during any fiscal year, Mr. Kopstein might have received 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. Mr. Kopstein received incentive bonuses totaling $99,356 for the fiscal
year ended October 31, 2001.

     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. During fiscal year 2001,
executive officers without employment contracts were included in a monthly and
lump-sum bonus plan which is based on a percentage of the previous month's
sales, similar to that set forth in the employment agreements entered into,
effective November 1, 2001 and described above.

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 former Chief Executive Officer. Additionally, 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 either the full
Board of Directors or the Stock Option Plan Subcommittee. The former Chief
Executive Officer did not participate in the Plan because his previously large
holdings of the Company's Common Stock had already properly aligned 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. Under the Plan, qualified incentive
stock options are granted at not less than fair market value on the date of
grant. The options granted through August 2001 vest 25 percent after two years,
50 percent after three years, 75 percent after four years and 100 percent after
five years. The options granted since August 2001 vest in equal monthly amounts
over four years.

     The Stock Option Plan Subcommittee receives recommendations from the
Compensation Committee 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 Former Chief Executive Officer

     At the time Mr. Kopstein entered into his employment agreement with the
Company dated November 1, 2000, the Committee believed the terms of his
employment agreement, as described above, provided a level of compensation
commensurate with his talents, skills and responsibilities. Mr. Kopstein's
compensation reflected a subjective analysis by the Compensation Committee of
the criteria set forth under "Criteria for Compensation Levels" set forth above.

     As set forth in the Summary Compensation above, Mr. Kopstein's total
compensation for the fiscal year ended October 31, 2001 was $694,360. Mr.
Kopstein's compensation included a base salary of $582,190, pursuant


                                       11

<PAGE>

to the terms of his employment agreement, incentive bonuses totaling $99,356,
and contributions to the Company's 401(k) retirement savings plan for the
benefit of Mr. Kopstein totaling $12,814.

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 be deemed to exceed the limit. Furthermore, the Plan generally is 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.

         Respectfully submitted,

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

Report of the Audit Committee

     During the 2001 fiscal year, the Audit Committee of the Board of Directors
of the Company was composed of two independent directors. Mr. Weber was added as
a third independent director in February 2002. The Audit Committee operates
under a written charter adopted by the Board of Directors.

     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 independent
accountants discussed with the Audit Committee matters required to be
communicated by Statement on Auditing Standards No. 61, "Communication with
Audit Committees," which includes, among other things:

     .    methods used to account for significant unusual transactions;

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

     .    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

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

     In addition, the independent accountants discussed with the Audit Committee
their judgments about the quality, not just the acceptability, of the Company's
accounting principles and underlying estimates in the Company's financial
statements as required by Statement on Auditing Standards No. 90, "Audit
Committee Communications."

                                       12

<PAGE>

     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 independent
accountants discussed with the Audit Committee that firm's independence from the
Company and its management.

     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, 2001, for filing with the Securities
and Exchange Commission.

         Respectfully submitted,

         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 for services rendered by KPMG LLP, the Company's principal
accountant, for the fiscal year ended October 31, 2001:

                                                                         Amount
                                                                         ------

          Audit fees, excluding audit related fees (1)                  $186,000
          Financial information systems design and
            implementation fees (2)                                           --

          All other fees:
             Audit related fees (3)                        $101,650
             Other non-audit services (4)                  $157,699
                                                           --------

          Total all other fees                                          $259,349
                                                                        --------

          Total fees                                                    $445,349
                                                                        ========

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

     (1)  Audit fees, excluding audit related fees, 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)  Audit related fees consist of services for the review of a
          registration statement and issuance of a consent.

     (4)  Other non-audit services consist of $101,749 for international tax
          consulting services and $55,950 for tax compliance and other 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 other non-audit services is compatible with maintaining
KPMG LLP's independence.

                                       13

<PAGE>
Performance Graph

       The following graph compares the cumulative total return based on share
price for the five-year period commencing on November 1, 1996 and ending October
31, 2001 of (i) the Company's Common Stock, (ii) the Nasdaq Stock Market Index
and (iii) a peer group index composed of the following companies: Andrew
Corporation, Belden, Inc., Cable Design Technologies, Inc., and Encore Wire
Corp. In previous years, the Peer Group Index had included AFC Cable Systems,
which was acquired by Tyco International, Ltd.

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

                                    1996   1997   1998   1999    2000    2001
                                    ----   ----   ----   ----    ----    ----

       OPTICAL CABLE CORPORATION  100.00  79.50  98.50  99.00  191.16   14.15

       PEER GROUP INDEX           100.00  93.67  58.24  53.71   96.70   67.60

          NASDAQ MARKET INDEX     100.00 131.06 148.19 244.59  287.67  144.26


       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 from officers and directors that no other reports were required
during the fiscal year ended October 31, 2001, 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. Mr. Harber was
late in reporting shares acquired in each month of the fiscal year. Mr. Kopstein
was late, on one occasion, in reporting the sale of shares.


                                       14

<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Mr. Kopstein, the Company's former Chairman, President and Chief Executive
Officer, entered into a Tax Indemnification Agreement with the Company on
October 19, 1995, pursuant to which he agreed to 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.

     Barbara B. Huybrechts, wife of Luke J. Huybrechts, is an employee of the
Company. Her total compensation in fiscal 2001 was $88,073. She does not have an
employment contract with the Company.

     During the year ended October 31, 2001, the Company paid $90,000 to
Serendipity Management, a company owned by the daughter of the Company's former
Chairman, President and Chief Executive Officer. The payments were for the
sponsorship of a NASCAR Goody's Dash Series Team involving a race car driven by
the daughter.

     On October 2, 2001, the Company advanced Mr. Kopstein, the then Chairman,
President and Chief Executive Officer of the Company, $70,000, interest-free,
against future salary payments to cover certain legal expenses associated with
litigation involving Mr. Kopstein's apparent pledge of substantially all of his
96% interest in the Company's Common Stock to secure personal margin loans
without realizing the potential consequences. As of January 31, 2002, the entire
balance remained unpaid.

     On October 3, 2001, the Company posted a bond in the amount of $500,000
with the United States District Court for the Western District of Virginia in a
proceeding brought by Mr. Kopstein against several brokerage firms. The bond had
been required by the court as a condition to the entry by the court of an order
temporarily restraining the brokerage firms from selling shares of the Company's
unregistered Common Stock held by them for the account of Mr. Kopstein, pending
a hearing. Although the Company was not a named party in the proceeding, it
believed that it was in the best interest of the Company to obtain guidance from
the court on the propriety of the sales of the unregistered shares. In
connection with the posting of the bond, Mr. Kopstein delivered to the Company
his personal demand promissory note in the amount of $500,000. On October 8,
2001, the temporary restraining order was lifted and the bond was returned to
the Company shortly thereafter.

                                  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 in
accordance with their best judgment.

                  SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

     Proposals of Shareholders of the Company that are intended to be presented
at the Company's 2003 Annual Meeting of Shareholders must be received by the
Company no later than October 17, 2002 in order that they may be included in the
proxy statement and form of proxy relating to that meeting. Any such proposal
must meet the applicable requirements of the Exchange Act and the rules and
regulations thereunder. Shareholder proposals to be presented at the 2003 Annual
Meeting by means other than inclusion in the Company's proxy statement must be
received by the Company after December 10, 2002 and no later than January 9,
2003.

                                  ANNUAL REPORT

     A copy of the Company's Annual Report for the fiscal year ended October 31,
2001 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.

                                       15

<PAGE>
                               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 Exchange Act for the Company's fiscal year ended October 31,
2001. 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.

     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

                                            /s/ Kenneth W. Harber
                                            ---------------------
                                            Kenneth W. Harber
                                            Secretary

Date: February 16, 2002


                                       16









<PAGE>

2. To ratify the appointment of KPMG LLP as independent accountants for the
Company for fiscal year 2002;
          [_]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. In 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.

<PAGE>

                           OPTICAL 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 12, 2002

The undersigned appoints Neil D. Wilkin, Jr. 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 12, 2002, 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 SIX nominees listed below           [_] WITHHOLD AUTHORITY to
       (except as marked to the contrary below)        vote for the SIX nominees
                                                       listed below

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



                    ________________________________________


</TEXT>
</DOCUMENT>
