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                            April 9, 2024

       Richard Martucci
       Interim Chief Financial Officer and Treasurer
       COHERENT CORP.
       375 Saxonburg Boulevard
       Saxonburg, PA 16056

                                                        Re: COHERENT CORP.
                                                            Form 10-Q for the
Period Ended December 31, 2023
                                                            Form 8-K Filed
February 5, 2024
                                                            File No. 001-39375

       Dear Richard Martucci:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 8-K Filed February 5, 2024

       Exhibit 99.2, page 35

   1.                                                   In regard to the
adjustment labeled Integration, site consolidation and other, which is
                                                        included in your
determination of multiple non-GAAP measure amounts, please address
                                                        the following:
                                                            Please provide us,
and confirm that you will expand your disclosures to include, a
                                                             breakdown of each
component that is included in this line item with the
                                                             corresponding
amount. Please ensure that your breakdown also includes the
                                                             specific
components of integration costs. Please explain to us how you determined
                                                             that these
components are appropriate based on the guidance in Question 100.01 of
                                                             the Division's
Compliance & Disclosure Interpretations on Non-GAAP Financial
                                                             Measures; and
                                                            You have
characterized certain amounts included in this adjustment as one-time.
                                                             Please tell us how
you concluded that this characterization is appropriate, as it
                                                             appears some of
the components may be normal, recurring type costs and/or span
 Richard Martucci
FirstName   LastNameRichard Martucci
COHERENT       CORP.
Comapany
April       NameCOHERENT CORP.
       9, 2024
April 29, 2024 Page 2
Page
FirstName LastName
              multiple periods presented. Refer to Question 102.03 of the
Division's Compliance
              & Disclosure Interpretations on Non-GAAP Financial Measures.
Form 10-Q for the Period Ended December 31, 2023

Results of Operations, page 29

2.       We note that revenue decreased 20% for the six months ended December
31, 2023,
         compared to the six months ended December 31, 2022, and also that
revenues declined in
         all four markets you serve. Your discussion of what led to this
significant decrease in
         revenues is limited. In this regard, please address the following:
             We remind you that the objective of your discussion and analysis
per Item 303(a) of
              Regulation S-K should be to provide material information relevant
to an assessment
              of your financial condition and results of operations, which
should include
              descriptions of matters and amounts that have had a material
impact on reported
              operations, as well as matters that are reasonably likely based
on management's
              assessment to have a material impact on future operations. Please
provide discussion
              of the specific underlying factors affecting the sales decreases
in the markets/verticals
              you mention.
             Item 303 (b)(2)(ii) of Regulation S-K requires a discussion of
known trends and
              uncertainties that have had or that are reasonably likely to have
a material favorable
              or unfavorable impact on revenues and income from continuing
operations. Please
              enhance your discussion of the known trends, events, or
uncertainties that have had or
              are reasonably likely to have materially favorable or unfavorable
impacts on the
              results of your operations. For example it appears that your
revenues may have been
              impacted by certain trends in the markets that you serve. Please
also refer to
              Commission Release No. 33-8350; and
             Pursuant to Item 303(b)(2)(iii) of Regulation S-K, please describe
the extent to which
              material changes in revenues are attributable to changes in
prices, changes in the
              volume or amount of goods or services being sold, or to the
introduction of new
              products or services.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Richard Martucci
COHERENT CORP.
April 9, 2024
Page 3



       Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 with
any questions.



                                                         Sincerely,
FirstName LastNameRichard Martucci
                                                         Division of
Corporation Finance
Comapany NameCOHERENT CORP.
                                                         Office of Industrial
Applications and
April 9, 2024 Page 3                                     Services
FirstName LastName