II-VI INC
10-Q, 1996-05-07
OPTICAL INSTRUMENTS & LENSES
Previous: HANCOCK JOHN VARIABLE LIFE ACCOUNT V, 497J, 1996-05-07
Next: II-VI INC, 8-K/A, 1996-05-07





                          UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q  
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        March 31, 1996  
  
Commission file Number     0-16195  
  
                   II-VI INCORPORATED                  
(Exact name of registrant as specified in its charter.)  
  
    PENNSYLVANIA                      25-1214948
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
375 Saxonburg Boulevard                 
  Saxonburg, PA 16056                      16056
(Address of principal executive offices) (Zip Code)  
  
Registrant's telephone number, including area code:  
(412) 352-4455  
  
     Indicate by check mark whether the registrant(1) has filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.  
  
  
                         YES [X]        NO [ ]  
  
     Indicate the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest practical 
date:  
  
     At May 1, 1996, 6,304,578 shares of Common Stock, no par 
     value, of the registrant were outstanding.  
 





                 II-VI INCORPORATED AND SUBSIDIARIES
                 ___________________________________

                                 INDEX
                                 _____
<TABLE>
<CAPTION>
                                                       Page No.
                                                       --------
<S>                                                       <C>
PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

        Independent Accountants' Report . . . . . . . .    3

        Condensed Consolidated Balance Sheets - 
        March 31, 1996, and June 30, 1995 . . . . . . .    4

        Condensed Consolidated Statements of Earnings -
        Three and nine months ended March 31, 1996
        and 1995. . . . . . . . . . . . . . . . . . . .    5

        Condensed Consolidated Statements of 
        Shareholders' Equity - Three and nine months 
        ended March 31, 1996. . . . . . . . . . . . . .    6

        Condensed Consolidated Statements of 
        Cash Flows - Nine months ended March 31, 1996
        and 1995. . . . . . . . . . . . . . . . . . . .    7

        Notes to Condensed Consolidated 
        Financial Statements. . . . . . . . . . . . . .    8


Item 2. Management's Discussion and Analysis of 
        Financial Condition and Results of Operations .   11



PART II  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K. . . . . . . .   12
</TABLE>

                                2








[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

                    Independent Accountants' Report



[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



To the Board of Directors and
Shareholders of II-VI Incorporated
Saxonburg, Pennsylvania

     We have reviewed the accompanying condensed consolidated 
balance sheet of II-VI Incorporated and Subsidiaries as of
March 31, 1996, and the related condensed consolidated 
statements of earnings, shareholders' equity and cash flows for 
the three and nine month periods ended March 31,1996 and 1995.  
These financial statements are the responsibility of the Company's 
management.

     We conducted our review in accordance with standards 
established by the American Institute of Certified Public 
Accountants.  A review of interim financial information consists 
principally of applying analytical procedures to financial data 
and of making inquiries of persons responsible for financial and 
accounting matters.  It is substantially less in scope than an 
audit conducted in accordance with generally accepted auditing 
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

     Based on our review, we are not aware of any material 
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with generally
accepted accounting principles.

     We have previously audited, in accordance with generally 
accepted auditing standards, the consolidated balance sheets of 
II-VI Incorporated and Subsidiaries as of June 30, 1995, and the 
related consolidated statements of earnings, shareholders' equity 
and cash flows for the year then ended (not presented herein); and
in our report dated August 19, 1995, we expressed an unqualified 
opinion on those consolidated financial statements.  In our 
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of June 30, 1995 is fairly stated,
in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

Alpern, Rosenthal & Company

April 17, 1996

                       A Professional Corporation
- ----------------------------------------------------------------
Members American and Pennsylvania
Institutes of Certified Public Accountants 
Accounting Firms Associated, inc.
Member Firms in Principal Cities
<TABLE>
<S>                                   <C>
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
</TABLE>  

                                3



























                 PART I. - FINANCIAL INFORMATION  
  
Item 1.  Financial Statements
________________________________________________
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Balance Sheets (Unaudited)
($000 except per share data)  

<TABLE>
<CAPTION>  
                                   March 31, 1996      June 30, 1995 
                                   ______________      _____________
                                  
<S>                                    <C>                <C> 
ASSETS  
Current Assets   
  Cash and equivalents                 $ 8,233            $ 3,822
  Accounts receivable
    - less allowance for doubtful
    accounts of $253 in March 1996
    and $261 in June 1995                7,759              5,412
  Inventories                            5,116              4,165 
  Deferred income taxes                    371                309 
  Prepaid and other current assets         426                376 
                                        ______             ______
    Total Current Assets                21,905             14,084

 Property, Plant and Equipment, net     14,696              9,892
 Goodwill, net                           2,207                  -
 Other Assets, net                       2,373                391 
                                        ______             ______
                                       $41,181            $24,367
                                        ======             ======
</TABLE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                    <C>                <C> 
Current Liabilities  
  Notes payable                        $ 1,553            $     -
  Accounts payable - trade               1,045                835
  Accrued salaries, wages and bonuses    2,299              2,114 
  Income taxes payable                     409                585
  Accrued profit sharing contribution      399                278
  Other current liabilities                786              1,027 
  Current portion of long-term debt         23                373
                                        ______             ______
    Total Current Liabilities            6,514              5,212 
 
Long Term Debt--less current portion       143              1,190 

Deferred Income Taxes                    1,761                967

Commitments & Contingencies

Shareholder's Equity
  Preferred stock, no par value;
     authorized - 5,000,000 shares;
     unissued                                -                  -
  Common stock, no par value;
     authorized - 30,000,000 shares;
     issued - 6,689,018 shares at
     3/31/96 and 5,669,987 at
     6/30/95                            16,944              4,485
  Cumulative translation adjustment         71                (17)
  Retained Earnings                     16,509             13,660
                                       _______            _______
                                        33,524             18,128

Less treasury stock, at cost - 
  384,440 shares at 3/31/96 and
  570,623 at 6/30/95.                      761              1,130
                                       _______            _______
                                        32,763             16,998
                                       _______            _______
                                       $41,181            $24,367
                                       =======            =======
</TABLE>
[FN]
All share data reflects the two-for-one stock split which was 
effected as of the close of business September 6, 1995.

- -See notes to condensed consolidated financial statements.  



                               4




















II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited)
($000 except per share data)  
<TABLE>
<CAPTION>  
                            Three Months Ended  Nine Months Ended
                                  March 31,          March 31,
                            __________________  _________________
                              1996      1995     1996     1995   
                             ______    ______   ______   ______
<S>                          <C>       <C>      <C>      <C> 
Revenues
Net Sales:
  Domestic                   $5,421    $4,407   $13,734  $ 9,470
  International               4,233     3,248    11,595    9,016
                             ______    ______   _______   ______
                              9,654     7,655    25,329   18,486
Contract research and 
     development                418       373       785      892
                             ______    ______    ______   ______
                             10,072     8,028    26,114   19,378
                             ______    ______    ______   ______


Costs, Expenses & 
             Other Income
Cost of goods sold            5,481     4,663    14,512   11,022 
Contract research and 
     development                284       261       548      712
Internal research and
     development                154        85       440      337
Selling, general and  
     administrative expenses  2,610     1,989     6,893    5,059
Interest and other expense
     - net                      (83)      (62)     (206)     (66)
                             ______    ______    ______   ______
                              8,446     6,936    22,187   17,064
                             ______    ______    ______   ______ 
 

Earnings Before Income Taxes  1,626     1,092     3,927    2,314

Income Tax Expense              417       312     1,078      629
                             ______    ______    ______   ______

Net Earnings                 $1,209    $  780    $2,849   $1,685
                             ======    ======    ======   ======

Earnings Per Share           $ 0.18    $ 0.15    $ 0.47   $ 0.32
                             ======    ======    ======   ======
</TABLE>  

[FN]    
All share data reflects the two-for-one stock split which was 
effected as of the close of business September 6, 1995.

- -See notes to condensed consolidated financial statements.  

                               5
 
















































II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
(000)  

<TABLE>  
<CAPTION>  
                         Common Stock  Cumulative              Treasury Stock
                        _____________ Translation   Retained  ________________
                        Shares Amount  Adjustment   Earnings  Shares  Amount   Total
                        ______ ______  __________   ________  ______  ________ _______

<S>                     <C>    <C>      <C>         <C>       <C>     <C>      <C>
Balance--July 1, 1995   5,670  $ 4,485  $  (17)     $ 13,660   (571)  $(1,130) $16,998
 Shares issued under      
  stock option plan        15       51       -             -       -        -       51
 Net earnings 
  for the quarter           -        -       -           806       -        -      806
 Translation 
     adjustment             -        -      61             -       -        -       61
                        _____  _______  _______     ________  ______  ________ _______
 Balance--
  September 30, 1995    5,685  $ 4,536  $   44      $ 14,466   (571)  $(1,130) $17,916
Shares issued under      
  stock option plan         1        6       -             -       -        -        6
 Shares issued under 
  second offering       1,000   10,940       -             -       -        -   10,940
 Net earnings 
  for the quarter           -        -       -           834       -        -      834
 Translation
     adjustment             -        -      14             -       -        -       14
                        _____  _______  _______     ________  ______  ________ _______
Balance--
 December 31, 1995      6,686  $15,482  $   58      $ 15,300   (571)  $(1,130) $29,710
Shares issued for
 purchase of 
 Lightning Optical          -    1,469       -             -    187       369    1,838
Shares issued under
 second offering            -      (11)      -             -      -         -      (11)
Shares issued under
 stock option plan          3        4       -             -      -         -        4
Net earnings for the
 quarter                    -        -       -         1,209      -         -    1,209
Translation adjustment      -        -      13             -      -         -       13
                        _____  _______  _______     ________  ______  ________ _______
Balance--
 March 31, 1996         6,689  $16,944  $   71      $ 16,509    (384) $  (761) $32,763
                        =====  =======  =======     ========  ======  ======== =======
<FN>    
All share data reflects the two-for-one stock split which was effected as of the close 
of business September 6, 1995.

- -See notes to condensed consolidated financial statements.  
</TABLE>



                                   6








 
















II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Cash Flows (Unaudited)
($000)  

<TABLE>
<CAPTION>  
                                              Nine Months Ended 
                                                  March 31 ,
                                             ___________________
                                              1996        1995
                                             _______     _______  
<S>                                          <C>         <C>      
Cash Flows from Operating Activities
  Net Earnings                               $ 2,849     $ 1,685  
  Adjustments to reconcile                              
  net earnings to net cash 
  provided by operating activities:
    Depreciation and amortization              1,801       1,519  
    Loss on sale of assets                         -          17
    (Gain) on foreign currency
      transactions                                (4)        (19)
    Deferred income taxes                        (16)        172
Increase (decrease) in cash 
from changes in:
  Accounts receivable                         (1,471)     (1,187)
  Inventories                                   (910)       (219)
  Accounts payable                               353         125
  Accrued salaries, wages and bonuses           (277)        589
  Accrued profit sharing contribution             21         105
  Income taxes payable                          (344)        125
  Other operating net assets                    (483)        122
                                             _______     _______  
Net cash provided by 
operating activities                           1,519       3,034
                                             _______     _______  

Cash Flows from Investing Activities
  Additions to property and equipment         (5,194)     (1,332)
  Payment for purchase of Virgo Optics,
  net of cash acquired                             -      (2,353)
  Payment for purchase of Lightning Optical,
  net of cash acquired                        (1,989)          -
  Additions to other assets                        -         (69)
                                             _______     _______  
  Net cash used in investing activities       (7,183)     (3,754)
                                             _______     _______  
    
Cash Flows from Financing Activities
  Net change in notes payable                   (519)      1,521
  Proceeds from long-term borrowings               -         108 
  Payments on long-term borrowings              (396)       (275)
  Proceeds from sale of common stock          10,990          85
  Purchase of treasury stock                       -         (31)
                                             _______     _______  
  Net cash provided by financing
  activities                                  10,075       1,408
                                             _______     _______  

Net increase in cash and equivalents           4,411         688

Cash and Equivalents at 
Beginning of period                            3,822       1,734
                                             _______     _______  
Cash and Equivalents at
End of period                                $ 8,233     $ 2,422
                                             =======     =======  
</TABLE>
[FN]    

- -See notes to condensed consolidated financial statements.  

                                  7

  


































II-VI Incorporated and Subsidiaries 
Notes to Condensed Consolidated Financial Statements (Unaudited)

  
Note A - Basis of Presentation
         _____________________  
  
     The condensed consolidated financial statements for the three
and nine month periods ended March 31, 1996 and 1995 are
unaudited.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation for the periods presented have been
included.  These interim statements should be read in conjunction
with the audited consolidated financial statements and footnotes
thereto contained in the Company's Annual Report as filed as an
exhibit to the Company's Form 10-K Annual Report dated
October 3, 1995 filed with the Securities and Exchange Commission.
The consolidated results of operations for the three and nine 
month periods ended March 31, 1996 and 1995 are not necessarily 
indicative of the results to be expected for the full year.

Note B - Inventories ($000)
         _________________

     The components of inventories are as follows:

<TABLE>
<CAPTION>
                               March 31,           June 30,
                                 1996                1995
                             ___________          _________
<S>                          <C>                  <C>
       Raw Materials         $  2,054             $  1,750
       Work in Progress         1,342                1,348
       Finished Goods           1,720                1,067

                             ___________          _________
                             $  5,116             $  4,165
                             ===========          =========
</TABLE>

Note C - Property, Plant and Equipment ($000)
         ____________________________________

     Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
                                       March 31,     June 30,
                                         1996          1995
                                       _________     _______
<S>                                    <C>           <C>
     Land and land improvements        $   502       $   307
     Buildings and improvements          7,088         4,258
     Machinery and equipment            21,788        17,486
                                       _________     _______
                                        29,378       $22,051
     Less accumulated depreciation      14,682        12,159
                                       ________      _______
                                       $14,696       $ 9,892
                                       ========      =======
</TABLE>

                                8













































II-VI Incorporated and Subsidiaries 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
Note D - Stock Split
         ___________

     On August 16, 1995, the Board of Directors declared a two-
for-one split of II-VI's common stock which was distributed to
shareholders of record on August 30, 1995, effective at the close
of business September 6, 1995.  All per share amounts included in
the condensed consolidated financial statements and notes are based
on the increased number of shares giving retroactive effect to the
stock split, unless otherwise noted.
  

Note E - Stock Offering
         ______________

     On October 20, 1995, a registration statement on Form S-3 
covering the public offering of 1,000,000 shares was declared 
effective by the Securities and Exchange Commission, with the 
shares sold to the public at $12.00 per share.


Note F - Note Payable
         ____________

     On January 9, 1996 the Company's Japan subsidiary borrowed
$761,000 from a Japanese bank.  The debt is payable in equal
installments over a sixteen month period.  The current 
interest rate at March 31, 1996 is 2.125%.


Note G - Acquisition
         ___________

     On February 22, 1996 the Company acquired 100% of the
outstanding capital stock of Lightning Optical Corporation.  The
purchase price consisted of cash and 186,183 shares of II-VI
Incorporated common stock.  These shares were valued at $9.875 at
the time of purchase.  The allocation of the purchase price was as
follows:

        Accounts receivable                $  1,125,000
        Inventory                               227,000
        Property, Plant & Equipment           1,381,000
        Goodwill                              2,219,000
        Other intangible assets               2,000,000
        Other assets                             48,000
                                            ___________

                                              7,000,000
        Current liabilities                  (2,059,000)
        Long-term debt                         (320,000)
        Other long-term liabilities            (794,000)
                                            ___________

        Purchase price, 
           net of cash acquired            $  3,827,000
                                            ===========

     The following pro forma financial information is based upon
the historical financial statements of the Registrant and 
Lightning Optical Corporation, adjusted to give effect to the
acquisition of 100% of the outstanding capital stock of Lightning
Optical.  This information assumes that such events occurred on
the first day of the Registrant's 1995 fiscal year (July 1, 1994).

                                 Nine Months Ended
                                      March 31,
                            _________________________
                                  1996         1995
                                  ____         ____

        Revenues             $   30,125   $   23,209
        Net Earnings              3,454        1,984
        Earnings Per Share         0.55         0.37
           
                               10
  




























Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
        _________________________________________________
        CONDITION AND RESULTS OF OPERATIONS  
        ___________________________________

Results of Operations
_____________________

     Net earnings for the third fiscal quarter of 1996, ended
March 31, 1996, were $1,209,000 ($0.18 per share) on revenues of
$10,072,000.  This compares to net earnings of $780,000 ($0.15 per
share) on revenues of $8,028,000 in the third quarter of fiscal 
1995.  For the nine months ended March 31, 1996, net earnings were 
$2,849,000 ($0.47 per share) on revenues of $26,114,000.  This 
compares with net earnings of $1,685,000 ($0.32 per share) on 
revenues of $19,378,000 for the same period last fiscal year.

     The increase in the quarter's net earnings is primarily due to
improved revenues in all of the Company's markets.  The year-to-date
increase in earnings is attributable to the acquisition of Virgo 
Optics on December 29, 1994, improved gross margins due to lower per
unit operating costs, and increased international demand for the 
Company's products.

     Order bookings for the third quarter were $11,288,000 compared 
to $8,011,000 for the same period last fiscal year, an increase of 
41%.  This increase is attributable to a $2.3 million DARPA R&D 
contract awarded during the quarter, the addition of Lightning 
Optical Corporation and increased activity in the domestic 
military market.  Year-to-date order bookings increased by 
44% to $29,857,000 from $20,709,000 in last fiscal year.  This 
improvement is attributable mainly to the addition of the Virgo 
Optics and Lightning Optical divisions, the DARPA R&D contract, 
and increased demand in the international and domestic industrial 
market.

     Manufacturing gross margin for the quarter was $4,173,000 or 
43% of revenues compared to $2,992,000 or 39% of revenues for the 
third quarter of fiscal 1995.  Manufacturing gross margin year-to-
date was $10,817,000 or 43% of revenues compared to $7,464,000 or 
40% of revenues in fiscal 1995.  The increase in gross margin 
percentage for the quarter and year-to-date reflects lower per unit 
operating costs associated with increased volume. 

     Selling, General and Administrative expenses for the quarter 
were $2,610,000 or 26% of revenues compared to $1,989,000 or 25% 
of revenues for last fiscal year's third quarter.  Selling, General 
and Administrative expenses year-to-date were $6,893,000 or 26% of
revenues compared to $5,059,000 or 26% of revenues in fiscal 1995. 
The increase in expense for the quarter and year-to-date is 
attributable to higher compensation expense associated with the 
Company's world-wide profit driven bonus programs and expenses 
incurred at the Virgo Optics and Lightning Optical Divisions. 

     The Company's year-to-date effective income tax rate is 27%, 
the same as last fiscal year's first nine month period. 

                              
                                11

















































Liquidity and Capital Resources
_______________________________

     Cash increased during the first nine months of fiscal 1996 by 
$4,411,000 due primarily to $10,990,000 in net proceeds from the 
October public stock offering and cash generated from operations 
of $1,519,000 being offset by $5,194,000 in capital expenditures, 
the purchase of Lightning Optical Corporation, and the payoff of 
loans acquired as part of Lightning Optical Corporation purchase.

     The capital expenditures focused on manufacturing facility 
expansion and process automation.

     The cash generated from operations was a result of net 
earnings before depreciation of $4,650,000 being offset mostly by 
increased accounts receivable and inventory levels required by the 
increased sales volume.

     The purchase of Lightning Optical Corporation resulted in 
goodwill being recorded of $2,219,000.  The recoverability of this 
goodwill is based on the projection of future cash flows.

     The current cash balance will be used for working capital 
needs, further capital expenditures, and possible acquisitions of 
complementary businesses, products or technologies. 


                     PART II - OTHER INFORMATION
                     ___________________________


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.
_______  _________________________________
   
(a)  Exhibits.
     _________


     10.01  First Amendment to the II-VI Incorporated
            Amended and Restated Employees' Stock 
            Purchase Plan. . . . . . . . . . Filed herewith.

     15.01  Accountant's acknowledgment letter dated
            May 3, 1996. . . . . . . . . . . Filed herewith.

     27.01  Financial Data Schedule  . . . . Filed herewith.

(b)  Reports on Form 8-K.
     ____________________

            On March 7, 1996, the Registrant filed a Report on 
Form 8-K for the event dated February 22, 1996, covering 
Items 2 and 7 thereof.
                               12
                           SIGNATURES  
  
  
     Pursuant to the requirement of the Securities Exchange Act of 
1934, the registrant has duly cause this report to be signed on its 
behalf by the undersigned thereunto duly authorized.  
  
  
  
  
                            II-VI INCORPORATED              
                            Registrant  
  
  
May 6, 1996                 By:  /s/ Carl J. Johnson                
Date                            ____________________________________
                                Carl J. Johnson
                                Chairman and Chief Executive Officer
  
  
May 6, 1996                 By:  /s/ James Martinelli              
Date                            ___________________________________
                                James Martinelli
                                Treasurer & Chief Financial Officer  


                             13



























                           EXHIBIT INDEX
                           _____________

Exhibit No.
___________


  10.01  First Amendment to the II-VI Incorporated
         Amended and Restated Employees' Stock
         Purchase Plan................................Filed herewith.

  15.01  Accountant's acknowledgment letter dated
         May 3, 1996..................................Filed herewith.

  27.01  Financial Data Schedule......................Filed herewith.


                               14


                                                     EXHIBIT 10.01



                            FIRST AMENDMENT
                                TO THE
                          II-VI INCORPORATED
                         AMENDED AND RESTATED
                    EMPLOYEE'S STOCK PURCHASE PLAN


     ADOPTED AND APPROVED this 2nd day of February, 1996, but 
effective as of February 1, 1996.

     WHEREAS, II-VI INCORPORATED (hereinafter, "II-VI") 
established the II-VI INCORPORATED EMPLOYEES' STOCK PURCHASE PLAN 
(hereinafter, "Plan") on January 1, 1974;

     WHEREAS, the Plan was amended and restated by II-VI in October
1982 and again in October 1987;

     WHEREAS, II-VI desires to further amend the Plan in certain
respects;

     NOW, THEREFORE, pursuant to the power reserved in Section 16 
of the Plan, II-VI, intending to be legally bound, hereby amends the
Plan as follows:

     FIRST:  Subparagraph (f) of Section 2 of the Plan is hereby 
deleted and shall be replaced by the the following new subparagraph:
          "(f)  'Employee' shall mean any person, including 
     any officer or director, who is employed by II-VI or 
     employed by any subsidiary corporation owned and 
     controlled by II-VI."

     SECOND:  In all other respects, the Plan is ratified,
confirmed and approved.


                                                     EXHIBIT 15.01

[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



To the Board of Directors and
Shareholders of II-VI Incorporated
Saxonburg, Pennsylvania

    We have made a review, in accordance with standards 
established by the American Institute of Certified Public 
Accountants, of the unaudited interim financial information 
of II-VI Incorporated and Subsidiaries for the periods 
ended March 31, 1996 and 1995, as indicated in our report 
dated April 17, 1996; because we did not perform an audit, 
we expressed no opinion on that information.

    We are aware that our report referred to above, which is 
included in your Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1996, is incorporated by reference in 
Registration Statements No. 33-19511, No. 33-38019 and 
No. 33-19510 on Form S-8, and No. 33-63739 on Form S-3. 

    We also are aware that the aforementioned  report, pursuant 
to Rule 436(c) under the Securities Act of 1933, is not 
considered a part of the Registration Statement prepared or 
certified by an accountant or a report prepared or certified 
by an accountant with the meaning of Sections 7 and 11 of 
that Act.

Alpern Rosenthal & Company

May 3, 1996

                       A Professional Corporation
- ----------------------------------------------------------------
Members American and Pennsylvania
Institutes of Certified Public Accountants 
Accounting Firms Associated, inc.
Member Firms in Principal Cities
<TABLE>
<S>                                   <C>
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
</TABLE>  



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-START>                             JUL-01-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                           8,233
<SECURITIES>                                         0
<RECEIVABLES>                                    8,012
<ALLOWANCES>                                       253
<INVENTORY>                                      5,116
<CURRENT-ASSETS>                                21,905
<PP&E>                                          29,378
<DEPRECIATION>                                  14,682
<TOTAL-ASSETS>                                  41,181
<CURRENT-LIABILITIES>                            6,514
<BONDS>                                            143
                                0
                                          0
<COMMON>                                        16,944
<OTHER-SE>                                      15,819
<TOTAL-LIABILITY-AND-EQUITY>                    41,181
<SALES>                                         26,114
<TOTAL-REVENUES>                                26,114
<CGS>                                           15,060
<TOTAL-COSTS>                                   15,060
<OTHER-EXPENSES>                                 7,127
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  3,927
<INCOME-TAX>                                     1,078
<INCOME-CONTINUING>                              2,849
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,849
<EPS-PRIMARY>                                      .47
<EPS-DILUTED>                                       .0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission