
[LOGO OF ALPERN, ROSENTHAL & COMPANY]   
Certified Public Accountants   
   
Warner Centre, Suite 400 . 332 Fifth Avenue   
Pittsburgh, Pennsylvania  15222-2413   
(412) 281-2501  .  Fax (412) 471-1996   
   
   
   
   
   
To the Board of Directors and   
Shareholders of II-VI Incorporated   
Saxonburg, Pennsylvania   
   
    We have made a review, in accordance with standards established by   
the American Institute of  Certified Public Accountants, of the   
unaudited interim financial information of II-VI Incorporated and    
Subsidiaries for the periods ended December 31, 1996 and 1995, as   
indicated in our report dated January 20, 1997; because we did not   
perform an audit, we expressed no opinion on that information.   
   
    We are aware that our report referred to above, which is included in   
your Quarterly Report on Form 10-Q for the quarter ended December 31,   
1996, is incorporated by reference in Registration Statements No.    
33-19511, No. 33-38019, No. 33-19510 and No. 33-63739 on Form S-8.   
   
    We are also are aware that the aforementioned report, pursuant to   
Rule 436(c) under the Securities Act of 1933, is not considered a part   
of the Registration Statement prepared or certified by an accountant or    
a report prepared or certified by an accountant within the meaning of   
Sections 7 and 11 of that Act.   
   
/s/ Alpern, Rosenthal & Company   
February 13, 1997   
   
A Professional Corporation   
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Members American and Pennsylvania   
Institutes of Certified Public Accountants    
Accounting Firms Associated, inc.   
Member Firms in Principal Cities   
<TABLE>   
<S>                                   <C>   
Irving P. Rosenthal, CPA              Deborah H. Wells, CPA   
Michael H. Levin, CPA                 Fred M. Rock, CPA   
Harvey A. Pollack, CPA                Sean M. Brennan, CPA   
Fred J. Morelli, Jr., CPA             Alexander Paul, CPA   
Edward F. Rockman, CPA                Michael E. Forgas, CPA   
Emanuel V. DiNatale, CPA              Joel M. Rosenthal, CPA   



</TABLE>
