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 10, 1997
                                                   -----------------


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




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




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



Registrant's telephone number, including area code:  412-352-4455
                                                     ------------


Item 4.  Change in Registrant's Certifying Accountant.
         ---------------------------------------------

      (a) (1) (i)   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.

              (ii)  The independent accountant's reports on the 
financial statements of the Registrant for fiscal 1995 and 1996 did not 
contain an adverse opinion or a disclaimer of opinion and the reports 
were not qualified or modified as to uncertainty, audit scope or 
accounting principles.

              (iii)  The decision to change accountants was approved by 
the Audit Committee and ratified by the Board of Directors of the 
Registrant.

              (iv)   During the Registrant's two most recent fiscal 
years and subsequent interim period, there have been no disagreements 
with Alpern, Rosenthal & Company on any matter of accounting principles 
or practices, financial statement disclosure or auditing scope or 
procedure which, if not resolved to the satisfaction of Alpern, 
Rosenthal & Company, would have caused Alpern, Rosenthal & Company to 
make a reference to the subject matter of the disagreement in connection 
with its report.

              (v)    During the Registrant's two most recent fiscal 
years and subsequent interim period, there did not occur any kind of 
event listed in paragraphs (a)(1)(v)(A) through (D) of Regulation S-K, 
Item 304.

      (a) (2) Effective February 10, 1997, the Registrant has 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. During Registrant's two most recent fiscal 
years and subsequent interim period, neither the Registrant nor any 
person acting on behalf of the Registrant consulted Deloitte & Touche 
LLP regarding (i) either the application of accounting principles to a 
specified transaction, either completed or proposed or the type of audit 
opinion that might be rendered on the Registrant's financial statements, 
or (ii) any matter that was either the subject of a disagreement (as 
defined in paragraph (a)(1)(iv) of Regulation S-K, Item 304, and the 
related instructions) or a reportable event (as described in paragraph 
(a)(1)(v) of Regulation S-K, Item 304).

                                    -2-

Item 7.  Financial Statements and Exhibits
         ---------------------------------

      (c)   Exhibits.

            16.01     Letter dated February 12, 1997      Filed herewith
                      from Alpern, Rosenthal & Company 
                      regarding change in certifying
                      accountants
                                    -3-


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 12, 1997               By:       /s/ James Martinelli   
 
                                       -------------------------------
                                       Name:    James Martinelli
                                       Title:   Treasurer & Chief
                                                Financial Officer
                                    -4-


                                 EXHIBIT INDEX


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

   16.01       Letter dated February 12, 1997        Filed herewith
               from Alpern, Rosenthal & Company 
               regarding change in certifying
               accountants

                                    -5-
 



 

 

EX-16

[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


February 12, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-1004

Re:  II-VI Incorporated
     File Ref. No. 0-16195

     We were previously the principal accountant for II-VI Incorporated 
and, under the date of August 12, 1996, we reported on the consolidated 
financial statements of II-VI Incorporated and subsidiaries as of and 
for the years ended June 30, 1996 and 1995.  On February 10, 1997, our 
appointment as principal accountant was terminated.  We have read II-VI 
Incorporated's statements included under Item 4 of its Form 8-K dated 
February 10, 1997 and we agree with such statements.



/s/ Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania





A Professional Corporation
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Members American and Pennsylvania
Institutes of Certified Public Accountants 
Accounting Firms Associated, inc.
Member Firms in Principal Cities

                                   
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