
 
                                FORM 10-Q 
 
 
                     SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
 
 
[X]  Quarterly Report under Section 13 or 15(d) of the Securities  
Exchange Act of 1934 
 
          For the quarterly period ended, December 31, 1996 
 
[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities  
Exchange Act of 1934 for the transition period from __________________  
to __________________. 
 
 
                   Commission File Number:  0-16195 
 
 
                         II-VI INCORPORATED 
         (Exact name of registrant as specified in its charter) 
 
        PENNSYLVANIA                           25-1214948 
(State or other jurisdiction of             (I.R.S. Employer 
 incorporation or organization)            Identification No.) 
   
375 Saxonburg Boulevard 
  Saxonburg, PA 16056                            16056 
(Address of principal executive offices)       (Zip Code) 
 
Registrant's telephone number, including area code:  412-352-4455 
 
Indicate by check mark whether the registrant  (1) has filed all reports  
required to be filed by Section 13 or 15(d) of the Securities Exchange  
Act of 1934 during the preceding 12 months (or for such shorter period  
that the registrant was required to file such reports), and  (2) has  
been subject to such filing requirements for the past 90 days. 
 
                       Yes  x             No ___ 
 
Indicate the number of shares outstanding of each of the issuer's  
classes of common stock as of the latest practicable date: 
 
At February 10, 1997, 6,393,780 shares of Common Stock, no par value, 
of the registrant were outstanding. 
 
 
 
 
 
 
 
                  II-VI INCORPORATED AND SUBSIDIARIES 
                  ----------------------------------- 
 
                                 INDEX 
                                 ----- 
<TABLE> 
<CAPTION> 
 
                                                        Page No. 
                                                        -------- 
<S>                                                         <C> 
PART 1  FINANCIAL INFORMATION 
 
Item 1. Financial Statements. 
 
        Independent Accountants' Report. . . . . . . . . .   3 
 
        Condensed Consolidated Balance Sheets - 
        December 31, 1996, and June 30, 1996 . . . . . . .   4 
  
        Condensed Consolidated Statements of Earnings - 
        Three and six months ended December 31, 1996 
        and 1995 . . . . . . . . . . . . . . . . . . . . .   5 
 
        Condensed Consolidated Statements of  
        Shareholders' Equity - Three and six months ended  
        December 31, 1996 . . . . . . . . . . . . . . . . .  7 
 
        Condensed Consolidated Statements of  
        Cash Flows - Six months ended  
        December 31, 1996 and 1995 . . . . . . . . . . . .   8 
 
        Notes to Condensed Consolidated  
        Financial Statements . . . . . . . . . . . . . . .   9 
 
 
Item 2. Management's Discussion and Analysis of  
        Financial Condition and Results of Operations. . .  10 
 
 
 
PART II OTHER INFORMATION 
 
Item 4. Submission of Matters to a Vote of  
        Security-Holders . . . . . . . . . . . . . . . . .  11 
 
Item 5. Other Events . . . . . . . . . . . . . . . . . . .  12 
 
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .  12 
</TABLE> 
 
 
 
 
 
 
 
                                    2 
 
 
[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 
 
                      Independent Accountants' Report 
 
 
 
To the Board of Directors and 
Shareholders of II-VI Incorporated 
Saxonburg, Pennsylvania 
 
We have reviewed the accompanying condensed consolidated balance sheet  
of II-VI Incorporated and Subsidiaries as of December 31, 1996, and the  
related condensed consolidated statements of earnings, shareholders'  
equity and cash flows for the six month periods ended December 31,  
1996 and 1995.  These financial statements are the responsibility of the  
Company's management. 
 
We conducted our review in accordance with standards established by the  
American Institute of Certified Public Accountants.  A review of interim  
financial information consists principally of applying analytical  
procedures  to financial data and of making inquiries of persons  
responsible for financial and accounting matters.  It is substantially  
less in scope than an audit conducted in accordance with generally  
accepted auditing standards, the objective of which is the expression of  
an opinion regarding the financial statements taken as a whole.   
Accordingly, we do not express such an opinion. 
 
Based on our review, we are not aware of any material modifications that  
should be made to such condensed consolidated financial statements for  
them to be in conformity with generally accepted accounting principles. 
 
We have previously audited, in accordance with generally accepted  
auditing standards, the consolidated balance sheets of II-VI  
Incorporated and Subsidiaries as of June 30, 1996, and the related  
consolidated statements of earnings, shareholders' equity and cash flows  
for the year then ended (not presented herein); and in our report dated  
August 12, 1996, we expressed an unqualified opinion on those  
consolidated financial statements.  In our opinion, the information set  
forth in the accompanying condensed consolidated balance sheet as of  
June 30, 1996 is fairly stated, in all material respects, in relation to  
the consolidated balance sheet from which it has been derived. 
 
/s/ Alpern, Rosenthal & Company 
January 20, 1997 
 
 
               A Professional Corporation 
---------------------------------------------------------------- 
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> 
 
                                    3 
 
 
 
                      PART 1 - FINANCIAL INFORMATION 
 
Item 1.  Financial Statements 
------------------------------------------------ 
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Balance Sheets (Unaudited) 
($000 except share data) 
<TABLE> 
<CAPTION> 
                                                          December 31           June 30 
Assets                                                       1996                 1996 
                                                         ------------         ----------- 
<S>                                                        <C>                  <C> 
Current Assets 
      Cash and equivalents                                 $ 9,389              $ 9,417 
      Accounts receivable - less allowance for doubtful 
       accounts of $266 in December and $246 in June         8,533                8,712 
      Inventories                                            6,766                5,490 
      Deferred income taxes                                    428                  429 
      Prepaid and other current assets                         687                  607 
                                                           -------              ------- 
          Total Current Assets                              25,803               24,655 
 
Property, Plant & Equipment, net                            17,163               15,085 
Goodwill                                                     2,090                2,138 
Other Assets                                                 2,236                2,291 
                                                           -------              ------- 
                                                           $47,292              $44,169 
                                                           -------              ------- 
 
Liabilities and Shareholders' Equity 
 
Current Liabilities 
      Notes payable                                        $   926              $ 1,393 
      Accounts payable - trade                               1,661                1,260 
      Accrued salaries, wages and bonuses                    2,362                3,105 
      Income taxes payable                                     301                  607 
      Accrued profit sharing contribution                      346                  556 
      Other current liabilities                                999                1,024 
      Current portion of long-term debt                         73                   23 
                                                           -------              ------- 
          Total Current Liabilities                          6,668                7,968 
 
Long-Term Debt--less current portion                           715                   45 
 
Deferred Income Taxes                                        1,697                1,753 
 
Commitments & Contingencies                                      -                    - 
 
Shareholders' Equity 
      Preferred stock, no par value; authorized - 
      5,000,000 shares; unissued                                 -                    - 
      Common stock, no par value; authorized  
      - 30,000,000 shares; issued - 6,751,480 shares in  
      December 1996; 6,691,718 shares in June 1996          17,480               17,055 
      Foreign Currency Translation                              88                   79 
      Retained Earnings                                     21,406               18,031 
                                                           -------              ------- 
                                                            38,974               35,165 
 
      Less treasury stock, at cost - 384,440 shares at 
      12/31/96 and 6/30/96.                                    762                  762 
                                                           -------              ------- 
                                                            38,212               34,403 
                                                           -------              ------- 
                                                           $47,292              $44,169 
                                                           -------              ------- 
</TABLE> 
[FN] 
-See notes to condensed consolidated financial statements. 
 
 
                                    4 
 
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited) 
($000 except per share data) 
<TABLE> 
<CAPTION> 
                                                   Three Months Ended 
                                                       December 31, 
                                                   1996            1995 
                                                 --------        -------- 
<S>                                              <C>             <C> 
Revenues 
Net Sales: 
    Domestic                                     $ 6,531         $ 4,076 
    International                                  4,984           3,642 
                                                 -------         ------- 
                                                  11,515           7,718 
Contract research and development                    675             236 
                                                 -------         ------- 
                                                  12,190           7,954 
                                                 -------         ------- 
 
Costs, Expenses & Other Income 
 
Cost of goods sold                                 6,264           4,475 
Contract research and development                    468             163 
Internal research and development                    260             138 
Selling, general and administrative expenses       2,951           2,152 
Interest and other expense - net                    (168)           (139) 
                                                 -------         ------- 
                                                   9,775           6,789 
                                                 -------         ------- 
 
Earnings Before Income Taxes                       2,415           1,165 
 
Income Tax Expense                                   700             331 
                                                 -------         ------- 
 
Net Earnings                                     $ 1,715         $   834 
                                                 -------         ------- 
 
Earnings Per Share                               $  0.25         $  0.14 
                                                 -------         ------- 
</TABLE> 
 
[FN] 
-See notes to condensed consolidated financial statements. 
                                       5 
 
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited) 
($000 except per share data) 
<TABLE> 
<CAPTION> 
                                                    Six Months Ended 
                                                       December 31, 
                                                   1996            1995 
                                                 --------        -------- 
<S>                                              <C>             <C> 
Revenues 
Net Sales: 
    Domestic                                     $13,303         $ 8,313 
    International                                  9,804           7,362 
                                                 -------         ------- 
                                                  23,107          15,675 
Contract research and development                  1,193             367 
                                                 -------         ------- 
                                                  24,300          16,042 
                                                 -------         ------- 
 
Costs, Expenses & Other Income 
 
Cost of goods sold                                12,612           9,031 
Contract research and development                    863             264 
Internal research and development                    384             286 
Selling, general and administrative expenses       5,981           4,283 
Interest and other expense - net                    (293)           (123) 
                                                 -------         ------- 
                                                  19,547          13,741 
                                                 -------         ------- 
 
Earnings Before Income Taxes                       4,753           2,301 
 
Income Tax Expense                                 1,378             661 
                                                 -------         ------- 
 
Net Earnings                                     $ 3,375         $ 1,640 
                                                 -------         ------- 
 
Earnings Per Share                               $  0.50         $  0.28 
                                                 -------         ------- 
</TABLE> 
 
[FN] 
-See notes to condensed consolidated financial statements. 
                                   6 
 
 
 
 
II-VI Incorporated and Subsidiaries  
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) 
(000)   
<TABLE>   
<CAPTION>   
                                         Common Stock      Cumulative              Treasury Stock 
                                        ---------------    Translation   Retained  ---------------- 
                                        Shares  Amount     Adjustment    Earnings  Shares   Amount   Total 
                                        ------  -------    -----------   --------  ------- --------  ----- 
<S>                                     <C>     <C>        <C>           <C>       <C>     <C>       <C> 
Balance--July 1, 1996                   6,692   $17,055    $        79   $ 18,031   (384)  $  (762)  $34,403 
Shares issued under stock option plan      29        66              -          -      -         -        66 
Net earnings for the quarter                -         -              -      1,660      -         -     1,660 
Translation adjustment                      -         -              2          -      -         -         2 
                                        ------  -------    -----------   --------  ------- --------  ------- 
Balance--September 30, 1996             6,721   $17,121    $        81   $ 19,691   (384)  $  (762)  $36,131 
 
Shares issued under stock option plan      30        63              -          -      -         -        63 
Net earnings for the quarter                -         -              -      1,715      -         -     1,715 
Translation adjustment                      -         -              7          -      -         -         7 
Tax benefit for options exercised           -       296              -          -      -         -       296 
                                        ------  -------    -----------   --------  ------- --------  ------- 
Balance--December 31, 1996              6,751   $17,480    $        88   $ 21,406   (384)  $  (762)  $38,212 
</TABLE> 
 
[FN] 
 
-See notes to condensed consolidated financial statements. 
 
 
                                   7 
 
 
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Cash Flows (Unaudited) 
($000) 
 
<TABLE> 
<CAPTION>   
                                                         Six Months Ended  
                                                           December 31, 
                                                        1996         1995 
                                                       -------      ------- 
<S>                                                    <C>          <C> 
s from Operating Activities 
   Net Earnings                                        $ 3,375      $ 1,640 
   Adjustments to reconcile net earnings to net 
   cash provided by operating activities: 
       Depreciation and amortization                     1,663        1,195 
       (Gain) on foreign currency transactions            (207)         (87) 
       Deferred income taxes                               (54)           4 
Increase (decrease) in cash from changes in: 
       Accounts receivable                                 224         (271) 
       Inventories                                      (1,307)        (668) 
       Accounts payable                                    515          298 
       Accrued salaries, wages and bonuses                (773)        (647) 
       Accrued profit sharing contribution                (210)        (107) 
       Income taxes payable                                (10)        (354) 
       Other operating net assets                          (69)        (451) 
                                                        -------      ------- 
Net cash provided by operating activities                3,147          552 
                                                        -------      ------- 
 
Cash Flows from Investing Activities 
   Additions to property, plant & equipment             (3,550)      (3,920) 
   Additions to other assets                               (87)           - 
                                                        -------      ------- 
   Net cash used in investing activities                (3,637)      (3,920) 
                                                        -------      ------- 
 
Cash Flows from Financing Activities 
   Payments on short-term borrowings                      (388)           - 
   Proceeds from long-term borrowings                      741            - 
   Payments on long-term borrowings                        (21)        (141) 
   Proceeds from sale of common stock                      130       10,998 
                                                        -------      ------- 
   Net cash provided by financing activities               462       10,857  
                                                        -------      ------- 
                               
Net increase (decrease) in cash and equivalents            (28)       7,489  
 
Cash and Equivalents at Beginning of Period              9,417        3,822 
                                                        -------      ------- 
 
Cash and Equivalents at End of Period                  $ 9,389      $11,311 
                                                        -------      ------- 
</TABLE> 
 
[FN] 
 
-See notes to condensed consolidated financial statements. 
 
                                    8 
 
 
 
 
II-VI Incorporated and Subsidiaries 
Notes to Condensed Consolidated Financial Statements  (Unaudited) 
 
Note A  - Basis of Presentation 
 
The condensed consolidated financial statements for the three  
and six month periods ended December 31, 1996 and 1995 are unaudited.  
In the opinion of management, all adjustments (consisting of  
normal recurring accruals) considered necessary for a fair  
presentation for the periods presented have been included.  
These interim statements should be read in conjunction with the  
audited consolidated financial statements and footnotes thereto  
contained in the Company's 1996 Annual Report to the  
shareholders. The consolidated results of operations for the  
three and six month periods ended December 31, 1996 and 1995 are not  
necessarily indicative of the results to be expected for the  
full year. 
 
 
Note B  - Inventories  ($000) 
 
The components of inventories are as follows: 
 
                         December 31      June 30 
                             1996           1996 
 
Raw Materials             $  3,016        $ 2,279  
Work in Progress             1,468          1,427 
Finished Goods               2,282          1,784 
                          --------        ------- 
                          $  6,766        $ 5,490  
                          --------        ------- 
 
Note C  - Property, Plant and Equipment  ($000) 
 
Property, plant and equipment consist of the following: 
 
                             December 31     June 30 
                                1996           1996 
 
 
Land and land improvements     $   555       $   539 
Buildings and improvements       7,254         6,952  
Machinery and equipment         25,316        22,084 
                               -------       ------- 
                                33,125        29,575  
Less accumulated depreciation   15,962        14,490  
                               -------       ------- 
                               $17,163       $15,085 
                               -------       ------- 
 
Note D  - Debt 
 
In September of 1996, the Company secured a $741,000 low  
interest rate loan from the Pennsylvania Industrial Development  
Authority to finance a portion of a facility expansion.  The  
terms of the loan call for equal monthly payments over a  
fifteen year period, including interest at three percent. 
 
                                    9 
 
 
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
        ----------------------------------------------------------- 
        AND RESULTS OF OPERATIONS 
        ------------------------- 
 
Results of Operations 
 
Net earnings for the second fiscal quarter of 1997, ended December 31,  
1996, were $1,715,000 ($0.25 per share) on revenues of $12,190,000. This  
compares to net earnings of $834,000 ($0.14 per share) on revenues of  
$7,954,000 in the second quarter of fiscal 1996. For the six months  
ended December 31, 1996, net earnings were $3,375,000 ($0.50 per share)  
on revenues of $24,300,000. This compares with net earnings of  
$1,640,000 ($0.28 per share) on revenues of $16,042,000 for the same  
period last fiscal year. The increased earnings were driven by the  
improved revenue volume. 
 
Order bookings for the second quarter were $13,894,000 compared to  
$10,642,000 for the same period last fiscal year, a 31% increase. Year- 
to-date order bookings grew by 44% to $26,821,000 from $18,569,000 last  
fiscal year. Commercial orders at the Company's VLOC operation accounted  
for two-thirds of the increase for the quarter, while domestic  
industrial orders for infrared optics and materials accounted for most  
of the remaining increase. Year-to-date, VLOC Commercial orders were  
responsible for approximately one-half of the increase, followed by  
higher infrared optics and materials orders and Contract Research and 
Development awards. 
 
Manufacturing revenues for the second quarter were $11,515,000 compared  
to $7,718,000 for the same period last fiscal year, a 49% increase.  
Year-to-date manufacturing revenues grew by 47% to $23,107,000 from  
$15,675,000 last fiscal year. These increases are the result of improved  
shipments in all of the markets served by the Company. The Company's  
VLOC operation contributed approximately one-half of the quarter and  
year-to-date improvements. 
 
Manufacturing gross margin for the second quarter was $5,251,000 or 46% 
of revenues compared to $3,243,000 or 42% of revenues for the second  
quarter of fiscal 1996. Manufacturing gross margin year-to-date was   
$10,495,000 or 45% of revenues compared to $6,644,000 or 42% of revenues  
in fiscal 1996. Both the quarter and year-to-date increases in gross  
margin as a percent of revenues reflect lower per unit operating costs  
associated with increased volume and efficiency improvements, which are  
partially offset by the strengthening of the U.S. dollar against the  
Japanese yen. 
 
Selling, General and Administrative expenses for the second quarter were  
$2,951,000 or 24% of revenues compared to $2,152,000 or 27% of revenues  
for last fiscal year's second quarter. Selling, General and  
Administrative expenses year-to-date were $5,981,000 or 25% of revenues  
compared to $4,283,000 or 27% of revenues in fiscal 1996. The increases  
in expense are attributable to additional expenses in the VLOC  
operation, higher compensation expense associated with the Company's  
world-wide profit driven bonus programs and higher general and  
administrative expenses needed to support the Company's growth. 
 
 
 
                                    10 
 
 
Other income for the quarter was $168,000 compared to $139,000 for last  
fiscal year's second quarter. Other income year-to-date was $293,000  
compared to $123,000 in fiscal 1996. The year-to-date increase is  
primarily due to foreign currency gains and investment earnings on  
increased cash balances. The increase in cash was primarily due to the  
October 1995 public stock offering.   
 
The Company's year-to-date effective income tax rate was 29% of pre-tax  
earnings, the same as the first six months of fiscal 1996.   
 
Liquidity and Capital Resources 
 
Cash decreased during the first six months of fiscal 1997 by $28,000  
primarily from cash generated from operations of  $3,147,000 and  
$741,000 of financing from a low interest rate loan with the  
Pennsylvania Industrial Development Authority being offset by $3,550,000  
of capital expenditures. 
 
The capital expenditures focused on improved capacity, process  
automation and the start up of the Company's China operation. 
 
The Company generated $3,147,000 in cash from operations for the first  
six months of fiscal 1997. The $5,038,000 in cash generated from net  
earnings before depreciation and amortization was offset by increases in  
inventories needed to support the growth in sales volume and the payment  
of compensation costs relating to the Company's fiscal 1996 world-wide  
profit-driven bonus and retirement programs. 
 
The current cash balance will be used for working capital needs, further  
capital expenditures, and possible acquisitions of complementary  
businesses, products or technologies.  
 
 
There are certain risk factors that could affect the Company's business,  
results of operations or financial condition.  Investors are encouraged  
to review the risk factors set forth in the Company's Form 10-K filed on  
September 24, 1996. 
 
 
                        PART II - OTHER INFORMATION 
 
 
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
         --------------------------------------------------- 
 
         On November 1, 1996, the Company held its annual meeting of  
shareholders.  The three matters voted upon at the annual meeting were  
the election of two directors, the ratification of the selection of  
Alpern, Rosenthal & Company as auditors for the year ending June 30,  
1997 and the ratification of the purchase of common stock by the  
deferred compensation plan for participants. 
 
         Each of the Company's nominees for director was reelected at  
the annual meeting.  The total number of votes cast for the election of  
directors was 5,800,971.  Following is a separate tabulation with respect to
each director: 
 
                            Votes For        Votes Withheld 
Carl J. Johnson             5,787,216            15,205 
Thomas E. Mistler           5,784,166            15,355 
                                       11 
         The total number of votes cast for the ratification of the  
appointment of Alpern, Rosenthal & Company as auditors for the year  
ending June 30, 1997 was 5,800,971 with 5,734,371 votes for, 49,890  
votes against and 16,710 votes abstaining.   
 
         The total number of votes cast for the ratification of the  
purchase of common stock by the deferred compensation plan for  
participants was 5,800,971 with 5,562,901 votes for, 108,130 votes  
against and 28,720 votes abstaining. 
 
         There were no broker non-votes on these three matters. 
 
 
Item 5.  OTHER EVENTS 
         ------------ 
 
         On February 12, 1997, the Company filed a current report on  
         Form 8-K for the events dated February 10, 1997. 

         On February 10, 1997, the Registrant terminated 
         Alpern, Rosenthal & Company as independent accountants for
         the Registrant and its subsidiaries (other than II-VI Singapore 
         Pte. Ltd. which will continue to be serviced by Deloitte & 
         Touche LLP) upon completion of its review of the Registrant's 
         unaudited financial statements for its second fiscal quarter 
         ended December 31, 1996. 

         Also effective February 10, 1997, the Registrant engaged 
         Deloitte & Touche LLP as independent auditors to review the 
         Registrant's unaudited financial statements for its third fiscal 
         quarter ending March 31, 1997, and to audit the Registrant's 
         financial statements for the fiscal year ending 1997. 

 
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K. 
         --------------------------------- 
 
(a)  Exhibits. 
     -------- 
 
     10.01  Amended and Restated II-VI Incorporated 
            Deferred Compensation Plan . . .  . . . . Filed herewith. 
 
     15.01  Accountant's acknowledgment letter dated 
            February 13, 1997 . . . . . . . . . . . . Filed herewith. 
 
     27.01  Financial Data Schedule . . . . . . . . . Filed herewith. 
 
     99.01  Press release dated January 21, 1997. . . Filed herewith. 
 
(b)  Reports on Form 8-K. 
 
            None 
 
 
 
                                    12 
 
                              SIGNATURES 
 
   Pursuant to the requirements of the Securities Exchange Act of  
1934, the registrant has duly caused this report to be signed on its  
behalf by the undersigned thereunto duly authorized. 
 
 
                              II-VI INCORPORATED 
                              (Registrant) 
 
 
 
 
Date:  February 13, 1997       By:  /s/ Carl J. Johnson 
                                  ----------------------- 
                                     Carl J. Johnson 
                                    Chairman and Chief 
                                     Executive Officer 
 
 
 
 
Date:  February 13, 1997       By:  /s/ James Martinelli 
                                  ----------------------- 
                                     James Martinelli 
                                       Treasurer &  
                                  Chief Financial Officer 
 
 
 
 
 
 
                          EXHIBIT INDEX 
 
 
 
Exhibit No. 
----------- 
 
     10.01  Amended and Restated II-VI Incorporated 
            Deferred Compensation Plan . . .  . . . . Filed herewith. 
 
     15.01  Accountant's acknowledgment letter dated 
            February 13, 1997 . . . . . . . . . . . . Filed herewith. 
 
     27.01  Financial Data Schedule . . . . . . . . . Filed herewith. 
 
     99.01  Press release dated January 21, 1997. . . Filed herewith. 
 
 
 
                                    14 
 
 


