8-K

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549



                                FORM 8-K

                              Current Report


                    Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934




Date of Report (date of earliest event reported):  January 29, 2004



                            II-VI INCORPORATED
          (Exact name of registrant as specified in its charter)




        Pennsylvania                0-16195              25-1214948
(State or other jurisdiction     (Commission           (IRS Employer
      of incorporation)           File Number)     Identification Number)




        375 Saxonburg Boulevard, Saxonburg, Pennsylvania       16056
          (Address of principal executive offices)           (ZIP Code)



          Registrant's telephone number, including area code:
                              724-352-4455

      Former name or former address, if changed, since last report:
                             Not Applicable











Item 5.  Other Events And Required FD Disclosure
         ---------------------------------------

         On January 29, 2004, II-VI Incorporated (the "Company")
issued a press release entitled, "II-VI Incorporated Announces Addition
to Management Team."

         The full text of the Company's press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.





                                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:  January 29, 2004               By:  /s/ Carl J. Johnson
                                           Carl J. Johnson
                                            Chairman and
                                       Chief Executive Officer



Date:  January 29, 2004               By:  /s/ Craig A. Creaturo
                                            Craig A. Creaturo
                                       Chief Accounting Officer
                                            and Treasurer






                              EXHIBIT INDEX
                              -------------


Exhibit No.               Description
- ----------                -----------

99.1                      Press Release

EX-99

                                                            Exhibit 99.1








Release Date:  January 29, 2004        Contact:  Craig A. Creaturo
                                                 Chief Accounting
                                                 Officer and Treasurer
                                                 724/352-4455
                                                 ccreaturo@ii-vi.com
                                                 Homepage:  www.ii-vi.com



                       II-VI INCORPORATED ANNOUNCES
                       ADDITION TO MANAGEMENT TEAM


PITTSBURGH, PA, January 29, 2004 -- II-VI Incorporated (NASDAQ NMS: IIVI)
announced today that it has appointed Dr. Vincent D. (Chuck) Mattera, Jr.
as Vice President and General Manager of its Compound Semiconductor
Group.  Chuck will oversee the Company's eV PRODUCTS division, Wide
Bandgap Materials Group and Advanced Materials Development Center, which
will now be collectively referred to as the Company's Compound
Semiconductor Group.  Specifically, Chuck will be responsible for the
Group's technical direction, product roadmap, manufacturing strategy and
operational performance.

"I am pleased and excited that Chuck Mattera has joined the II-VI team,"
said Dr. Carl Johnson, Chairman and Chief Executive Officer of II-VI
Incorporated.  Dr. Johnson added, "Chuck's extensive experience in the
R&D and manufacturing of compound semiconductor materials and devices
will help to focus the drive by our eV PRODUCTS division and Wide Bandgap
Materials Group toward marketplace leadership."

Dr. Mattera began his career as a member of the technical staff at AT&T
Bell Laboratories in 1984.  As a Department Head and Director there, he
led the Semiconductor Laser Development and Manufacturing Organizations,
and managed the introduction into volume manufacturing of several
generations of process and device technologies.  Later, he became Vice
President of Lucent Technologies' Optoelectronic Devices Organization.
From 2001 until 2003, he held the position of Vice President and General
Manager of the Optoelectronics Division at Agere Systems.  Prior to
joining II-VI Incorporated, Dr. Mattera founded Avalanche Thinking, Inc.,
an optoelectronics-focused management consulting company.  He is a former
member of the Board of Directors of II-VI Incorporated.  Dr. Mattera
received a Bachelor's Degree in Chemistry from the University of Rhode
Island and a Ph.D. in Chemistry from Brown University.

"I have developed the highest regard for the II-VI team and its
entrepreneurial culture that continues to build world-class businesses
based on a competency in engineered materials," said Dr. Mattera.

Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated designs,
manufactures and markets optical and opto-electronic components, devices
and materials for infrared, near-infrared, visible light, x-ray and
gamma-ray instrumentation.  The Company's infrared optics business
manufactures optical and opto-electronic components sold under the II-VI
and Laser Power brand names and are used primarily in high-power CO2
lasers.  The Company's near-infrared optics business manufactures near-
infrared and visible light products for industrial, scientific and
medical instruments and laser gain material and products for solid-state
YAG and YLF lasers at the Company's VLOC subsidiary.  The Company's
military infrared optics business manufactures infrared products for
military applications under the Exotic Electro-Optics brand name.  The
Company's eV PRODUCTS division manufactures and markets solid-state x-ray
and gamma-ray detection materials and products for use in medical,
industrial, environmental and scientific applications.  The Company's
Wide Bandgap Materials (WBG) group manufactures and markets single
crystal silicon carbide substrates for use in the solid-state lighting,
wireless infrastructure, RF electronics and power switching industries.

CONTACT: Craig A. Creaturo, Chief Accounting Officer and Treasurer of II-
VI Incorporated, 724-352-4455, or e-mail, ccreaturo@ii-vi.com.

                               #  #  #  #