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                            May 15, 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 May
6, 2024
                                                            File No. 001-39375

       Dear Richard Martucci:

              We have reviewed your May 7, 2024 response to our comment letter
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. Unless
       we note otherwise, any references to prior comments are to comments in
our April 9, 2024 letter.

       Form 8-K Filed May 6, 2024

       Exhibit 99.2, page 41

   1.                                                   We note your response
to comment 1. Please provide us, and confirm that you will
                                                        expand your disclosures
to include, a breakdown of each component that is included in the
                                                        integration, site
consolidation and other line item with the corresponding amount for each
                                                        period presented. For
example, we would expect you to also provide this breakdown for
                                                        the nine months ended
March 31, 2024 and the nine months ended March 31, 2023. Your
                                                        current disclosures
only provide this breakdown for the three months ended December 31,
                                                        2023.
   2.                                                   In regard to the
components of the integration, site consolidation, and other
                                                        adjustment made to
arrive at your non-GAAP Measures, please address the following for
                                                        each of the three years
ended June 30, 2024 as well as the nine months ended March 31,
                                                        2024:
                                                            Please tell us the
amount of inventory write-offs included in this line item. With
 Richard Martucci
COHERENT CORP.
May 15, 2024
Page 2
              reference to ASC 420-10-S99-3, please tell us your consideration
of the guidance in
              Question 100.01 the Compliance and Disclosure Interpretations for
Non- GAAP
              Financial Measures in determining that it was appropriate to
include inventory write-
              offs in your adjustment;
                Please help us better understand the nature of the amounts
described as
              manufacturing inefficiencies, how you determined it was
appropriate to characterize
              these as inefficiencies, and your consideration of the guidance
in Question 100.01 the
              Compliance and Disclosure Interpretations for Non- GAAP Financial
Measures in
              determining that it was appropriate to include these amounts in
your adjustment;
                Please help us better understand the nature of the amounts
described as overlapping
              labor and travel, how you determined it was appropriate to
characterize these as
              overlapping, and your consideration of the guidance in Question
100.01 the
              Compliance and Disclosure Interpretations for Non- GAAP Financial
Measures in
              determining that it was appropriate to include these amounts in
your adjustment;
                Please tell us the specific amounts of employee retention costs
included in the
              adjustment. As the compensation expense directly relates to
revenue generation,
              please help us understand why these would not be considered
normal, recurring
              operating expenses pursuant to the guidance in Question 100.01
the Compliance and
              Disclosure Interpretations for Non- GAAP Financial Measures; and
                We note you include an adjustment for accelerated depreciation
in your determination
              of net earnings on a non-GAAP basis. Please tell us the nature of
the underlying
              equipment and machinery. If useful lives were shortened while the
assets presumably
              continued to contribute to revenue generation through the end of
their useful lives,
              please explain your consideration of Question 100.01 of the
Compliance and
              Disclosure Interpretations for Non-GAAP Financial Measures.

       Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters.



                                                              Sincerely,
FirstName LastNameRichard Martucci
                                                              Division of
Corporation Finance
Comapany NameCOHERENT CORP.
                                                              Office of
Industrial Applications and
May 15, 2024 Page 2                                           Services
FirstName LastName