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):  February 13, 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 February 13, 2004, II-VI Incorporated (the "Company") issued a
press release entitled, "II-VI Incorporated Terminates Shareholder Rights
Plan."

     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:  February 13, 2004            By:  /s/ Carl J. Johnson
                                             Carl J. Johnson
                                    Chairman and Chief Executive Officer



Date:  February 13, 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 99.01








Release Date:  February 13, 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
                    TERMINATES SHAREHOLDER RIGHTS PLAN


PITTSBURGH, PA, February 13, 2004 -- II-VI Incorporated (NASDAQ NMS:
IIVI) announced that its Board of Directors has voted to terminate its
Shareholder Rights Plan which was adopted in 2001.  The Company will buy
back the rights at the redemption price of one cent ($0.01) per right.
As of February 6, 2004, there were approximately 14.3 million rights
outstanding.  Shareholders of record at the close of business on February
27, 2004 will receive this distribution within two to three weeks of the
record date in a distribution similar to a dividend payment.

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.

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