As filed with the Securities and Exchange Commission on  
September 26, 1996  
  
                             Registration No. 333-______  
  
         SECURITIES AND EXCHANGE COMMISSION  
                WASHINGTON, D.C. 20549  
   ________________________________________________  
                      FORM S-8  
  
                REGISTRATION STATEMENT  
                        UNDER  
              THE SECURITIES ACT OF 1933  
   ________________________________________________  
                 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, Pennsylvania                      16056  
(Address of principal executive offices)      (Zip Code)  
                                               
  
                  II-VI INCORPORATED  
              DEFERRED COMPENSATION PLAN  
                (Full title of the plan)  
  
  
                Carl J. Johnson, Chairman  
                  II-VI Incorporated  
                375 Saxonburg Boulevard  
              Saxonburg, Pennsylvania 16056  
           (Name and address of agent for service)  
  
                     (412) 352-4455  
           (Telephone number of agent for service)  
  
                Copies of communication to:  
  
Ronald Basso, Esquire             Robert D. German, Esquire  
Buchanan Ingersoll                Sherrard, German & Kelly, P.C.  
Professional Corporation          35th Floor, One Oliver Plaza 
One Oxford Centre,                Pittsburgh, PA  15222 
301 Grant Street, 20th Fl.        (412) 355-0200 
Pittsburgh, PA  15219  
(412) 562-3943  
       ________________________________________________  
  
  
CALCULATION OF REGISTRATION FEE 
  
Title of Securities To Be   
Registered  
 
Common Stock (no par value)   
  
 
Amount To Be   
Registered(1)  
100,000 
 
 
Proposed   
Maximum   
Offering Price   
Per Share(2)  
 
$19.50 
 
 
Proposed   
Maximum   
Aggregate   
Offering Price(2)  
 
$1,950,000.00 
 
 
Amount of   
Registration   
Fee(3)  
  
$673.00     
  
  
  
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this  
Registration Statement also covers an indeterminate   
amount of interests to be offered or sold pursuant to the Deferred  
Compensation Plan described herein. 
  
(2)  Estimated solely for the purpose of calculating the registration  
fee. 
  
(3)  Pursuant to Rule 457(h), based upon the average of the high and low  
prices for the Common Stock of the Registrant as reported on the  
NASDAQ/National Market System on September 24, 1996.  
  
  
  
  
PART II  
  
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
This Registration Statement relates to the Deferred Compensation Plan of  
II-VI Incorporated, a Pennsylvania corporation (the "Company").  Except  
as otherwise stated herein, the Deferred Compensation Plan is   
referred to as the "Plan".  
  
Item 3.  Incorporation of Documents by Reference  
  
The Company hereby incorporates by reference into this Registration  
Statement the documents listed in (a) through (c) below.  The Company  
also incorporates all documents subsequently filed by it pursuant to  
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of  
1934 (the "Securities Exchange Act"), prior to the filing of a post- 
effective amendment which indicates that all securities offered have  
been sold or which deregisters all securities then remaining unsold from  
the date of filing of such documents:  
  
  (a)  The Company's:  
  
       Annual Report on Form 10-K, for the fiscal year ended June 30,  
1996;  
  
  (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the  
Securities Exchange Act since the end of the fiscal year covered by the  
annual report referred to in (a) above; and  
  
  (c)  The description of the Common Stock of the Company contained in  
the Company's registration statement filed under Section 12 of the  
Securities Exchange Act contained in the Company's Registration  
Statement of Form 8-A; including any amendment or report filed for the  
purpose of updating such description.  
  
Item 4.  Description of Securities  
  
         Not Applicable.  
  
Item 5.  Interests of Named Experts and Counsel  
  
         Not Applicable.  
  
Item 6.  Indemnification of Directors and Officers  
  
Pennsylvania statutory law regarding directors and officers insurance  
and indemnification is embodied in Subchapter D (Sections 1741 through  
1750) of the Pennsylvania Business Corporation Law of 1988, as amended  
(the "BCL").  Sections 1741 (relating to third party actions) and 1742  
(relating to derivative actions) of the BCL provide that, unless  
otherwise restricted by its bylaws, a business corporation shall have  
the power to indemnify any person who is made a party to a third-party  
or derivative action, respectively, by reason that such person is or was  
a representative of the corporation.  The BCL defines representative to  
mean a director, officer, employee or agent thereof (a  
"Representative").  The sections further state that the corporation is  
authorized to indemnify the Representative against expenses (including  
attorneys' fees), judgments, fines and amounts paid in settlement  
actually and reasonably incurred by him or her in connection with the  
action.  However, the Representative must have acted in good faith and  
with a reasonable belief that his or her actions were in the best  
interests, or not opposed to the best interests, of the corporation; and  
with respect to any criminal proceeding, the Representative must have  
had no reasonable cause to believe his or her conduct was unlawful.  
  
Section 1743 of the BCL provides mandatory indemnification for a  
Representative if he or she succeeds on the merits or otherwise in the  
defense of any claim or action.  The corporation must indemnity him or  
her to the extent of his or her actual and reasonable expenses  
(including attorney's fees) in connection with the claim or action. 
  
Section 1746(a) states that the statutory rights of indemnification  
shall not be deemed exclusive of any other rights to which a person  
might be entitled under any bylaw, agreement, or otherwise.  However,  
1746(b) forbids indemnification to be made in any case where the act or  
failure to act giving rise to the claim is determined by a court to be  
willful misconduct or recklessness.  A corporation may not provide  
indemnification in the case of willful misconduct or recklessness. 
  
The BCL, in Section 1747, also authorizes corporations to purchase and  
maintain insurance on behalf of a Representative, whether or not the  
corporation would have the power to indemnify him or her.  Such  
insurance is declared to be consistent with Pennsylvania's public  
policy. 
  
Section 6.02 of the Company's By-Laws provides that a director shall not  
be personally liable for monetary damages for any action taken or failed  
to be taken unless the director has breached or failed to perform the  
duties of his office and such breach or failure to perform constitutes  
self-dealing, willful misconduct or recklessness.  A director's criminal  
or tax liability is not limited by the foregoing provision. 
  
Section 6.03 of the Company's By-Laws requires the Company to indemnify  
any director or officer who is involved in any action, suit or  
proceeding, whether civil, criminal, administrative or investigative,  
unless a court determines that such director or officer's conduct  
constituted willful misconduct or recklessness.  The right to  
indemnification conferred by this provision includes payment of all  
reasonable expenses, including attorney's fees, and any liability and  
loss.    
  
Item 7.  Exemption from Registration Claimed  
  
         Not Applicable.  
  
Item 8.  Exhibits  
  
The following is a list of exhibits filed as part of this Registration  
Statement, which are incorporated herein:  
  
      Exhibit No.                             Reference  
  
      23.1  Consent of Alpern, Rosenthal      Filed herewith  
            & Company.  
  
      24.1  Power of Attorney for             Filed herewith 
            directors and certain officers   
            of the Company (appearing on			  
            the Signature Page).  
 
Item 9.  Undertakings  
  
         (a)  The undersigned registrant hereby undertakes:  
  
    (1)  To file, during any period in which offers or sales are being  
made, a post-effective amendment to this Registration Statement to  
include any material information with respect to the plan of  
distribution not previously disclosed in the Registration Statement or  
any material change to such information in the Registration Statement.  
  
    (2)  That, for the purpose of determining any liability under the  
Securities Act of 1933 (the "Securities Act"), each such post-effective  
amendment shall be deemed to be a new Registration Statement relating to  
the securities offered therein, and the offering of such securities at  
that time shall be deemed to be the initial bona fide offering thereof.  
  
    (3)  To remove from registration by means of a post-effective  
amendment any of the securities being registered which remain unsold at  
the termination of the offering.  
  
         (b)The undersigned registrant hereby undertakes that, for  
purposes of determining any liability under the Securities Act, each  
filing of the registrant's annual report pursuant to Section 13(a) or  
Section 15(d) of the Securities Exchange Act (and, where applicable,  
each filing of an employee benefit plan's annual report pursuant to  
Section 15(d) of the Securities Exchange Act) that is incorporated by  
reference in the Registration Statement shall be deemed to be a new  
Registration Statement relating to the securities offered therein, and  
the offering of such securities at that time shall be deemed to be the  
initial bona fide offering thereof.  
  
         (c)  Insofar as indemnification for liabilities arising under  
the Securities Act may be permitted to directors, officers and  
controlling persons of the registrant pursuant to the provisions  
described in Item 6 of this Registration Statement, or otherwise, the  
registrant has been advised that in the opinion of the Securities and  
Exchange Commission such indemnification is against public policy as  
expressed in the Securities Act and is, therefore, unenforceable.  In  
the event that a claim for indemnification against such liabilities  
(other than the payment by the registrant of expenses incurred or paid  
by a director, officer or controlling person of the registrant in the  
successful defense of any action, suit or proceeding) is asserted by  
such director, officer or controlling person in connection with the  
securities being registered, the registrant will, unless in the opinion  
of its counsel the matter has been settled by controlling precedent,  
submit to a court of appropriate jurisdiction the question whether such  
indemnification by it is against public policy as expressed in the  
Securities Act and will be governed by the final adjudication of such  
issue.  
  
  
  
                         SIGNATURES  
  
Pursuant to the requirements of the Securities Act of 1933, the  
Registrant certifies that it has reasonable grounds to believe that it  
meets all of the requirements for filing on Form S-8 and has duly caused  
this registration statement to be signed on its behalf by the  
undersigned, thereunto duly authorized, in the Borough of Saxonburg,  
Commonwealth of Pennsylvania, on September 26, 1996.  
  
                              II-VI INCORPORATED  
  
  
                              By:      /s/ Carl J. Johnson  
                                   Carl J. Johnson, Chairman and  
                                     Chief Executive Officer  
  
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature appears  
below constitutes and appoints Carl J. Johnson, Francis J. Kramer, and  
James Martinelli, and each of them, such person's true and lawful  
attorneys-in-fact and agents, with full power of substitution and  
revocation, for such person and in such person's name, place and stead,  
in any and all capacities, to sign any and all amendments (including  
post-effective amendments) to this Registration Statement and to file  
the same with all exhibits thereto, and other documents in connection  
therewith, with the Securities and Exchange Commission, granting unto  
said attorneys-in-fact and agents, and each of them, full power and  
authority to do and perform each and every act and thing requisite and  
necessary to be done, as fully to all intents and purposes as such  
person might or could do in person, hereby ratifying and confirming all  
that said attorneys-in-fact and agents or any of them, or their or his  
substitute or substitutes, may lawfully do or cause to be done by virtue  
hereof.  
  
Pursuant to the requirements of the Securities Act of 1933, this  
Registration Statement has been signed by the following persons in the  
capacities and on the date indicated.  
  
  
  
/s/ Carl J. Johnson      Chairman, Chief        September 26, 1996  
Carl J. Johnson          Executive Officer  
                         and Director  
  
  
/s/ Francis J. Kramer    President, Chief      September 26, 1996  
Francis J. Kramer        Operating Officer  
                         and Director  
  
  
/s/ James Martinelli     Chief Financial       September 26, 1996  
James Martinelli         Officer and Treasurer  
                         (Principal Accounting   
                         Officer, and Principal   
                         Financial Officer)  
  
/s/ Richard W. Bohlen           Director       September 26, 1996  
Richard W. Bohlen  
  
  
/s/ Thomas E. Mistler           Director       September 26, 1996  
Thomas E. Mistler  
  
  
/s/ Duncan A.J. Morrison        Director       September 26, 1996  
Duncan A.J. Morrison  
  
  
/s/ Peter W. Sognefest          Director       September 26, 1996  
Peter W. Sognefest  
  
  
  
  
  
The Plan.  Pursuant to the requirements of the Securities Act of 1933,  
the Trustee of the II-VI Incorporated Deferred Compensation Plan has  
duly caused this Registration Statement to be signed on its behalf by  
the undersigned, thereunto duly authorized, in the Borough of Saxonburg,  
Commonwealth of Pennsylvania, on September 25, 1996.  
  
                              II-VI INCORPORATED DEFERRED COMPENSATION   
                              PLAN  
  
  
                              By:      /s/  Niki Green  
                                    Bankers Trust, Trustee  
  
  
  
  
  
  
                            EXHIBIT INDEX  
  
  
Exhibit No.                                     Reference  
  
  
23.1  Consent of Alpern, Rosenthal & Company    Filed herewith.  
  
24.1  Power of Attorney for directors and       Filed herewith.  
      certain officers of the Company   
      (appearing on the Signature Page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15312}]
{"company-data": {"conformed-name": "II-VI INC", "cik": "0000820318", "assigned-sic": "3827", "irs-number": "251214948", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12737", "film-number": "96634881"}, "business-address": {"street1": "375 SAXONBURG BLVD", "city": "SAXONBURG", "state": "PA", "zip": "16056", "phone": "4123524455"}, "mail-address": {"street1": "375 SAXONBURG BLVD", "city": "SAXONBURG", "state": "PA", "zip": "16056"}}
As filed with the Securities and Exchange Commission on  
September 26, 1996  
  
                             Registration No. 333-______  
  
         SECURITIES AND EXCHANGE COMMISSION  
                WASHINGTON, D.C. 20549  
   ________________________________________________  
                      FORM S-8  
  
                REGISTRATION STATEMENT  
                        UNDER  
              THE SECURITIES ACT OF 1933  
   ________________________________________________  
                 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, Pennsylvania                      16056  
(Address of principal executive offices)      (Zip Code)  
                                               
  
                  II-VI INCORPORATED  
              DEFERRED COMPENSATION PLAN  
                (Full title of the plan)  
  
  
                Carl J. Johnson, Chairman  
                  II-VI Incorporated  
                375 Saxonburg Boulevard  
              Saxonburg, Pennsylvania 16056  
           (Name and address of agent for service)  
  
                     (412) 352-4455  
           (Telephone number of agent for service)  
  
                Copies of communication to:  
  
Ronald Basso, Esquire             Robert D. German, Esquire  
Buchanan Ingersoll                Sherrard, German & Kelly, P.C.  
Professional Corporation          35th Floor, One Oliver Plaza 
One Oxford Centre,                Pittsburgh, PA  15222 
301 Grant Street, 20th Fl.        (412) 355-0200 
Pittsburgh, PA  15219  
(412) 562-3943  
       ________________________________________________  
  
  
CALCULATION OF REGISTRATION FEE 
  
Title of Securities To Be   
Registered  
 
Common Stock (no par value)   
  
 
Amount To Be   
Registered(1)  
100,000 
 
 
Proposed   
Maximum   
Offering Price   
Per Share(2)  
 
$19.50 
 
 
Proposed   
Maximum   
Aggregate   
Offering Price(2)  
 
$1,950,000.00 
 
 
Amount of   
Registration   
Fee(3)  
  
$673.00     
  
  
  
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this  
Registration Statement also covers an indeterminate   
amount of interests to be offered or sold pursuant to the Deferred  
Compensation Plan described herein. 
  
(2)  Estimated solely for the purpose of calculating the registration  
fee. 
  
(3)  Pursuant to Rule 457(h), based upon the average of the high and low  
prices for the Common Stock of the Registrant as reported on the  
NASDAQ/National Market System on September 24, 1996.  
  
  
  
  
PART II  
  
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
This Registration Statement relates to the Deferred Compensation Plan of  
II-VI Incorporated, a Pennsylvania corporation (the "Company").  Except  
as otherwise stated herein, the Deferred Compensation Plan is   
referred to as the "Plan".  
  
Item 3.  Incorporation of Documents by Reference  
  
The Company hereby incorporates by reference into this Registration  
Statement the documents listed in (a) through (c) below.  The Company  
also incorporates all documents subsequently filed by it pursuant to  
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of  
1934 (the "Securities Exchange Act"), prior to the filing of a post- 
effective amendment which indicates that all securities offered have  
been sold or which deregisters all securities then remaining unsold from  
the date of filing of such documents:  
  
  (a)  The Company's:  
  
       Annual Report on Form 10-K, for the fiscal year ended June 30,  
1996;  
  
  (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the  
Securities Exchange Act since the end of the fiscal year covered by the  
annual report referred to in (a) above; and  
  
  (c)  The description of the Common Stock of the Company contained in  
the Company's registration statement filed under Section 12 of the  
Securities Exchange Act contained in the Company's Registration  
Statement of Form 8-A; including any amendment or report filed for the  
purpose of updating such description.  
  
Item 4.  Description of Securities  
  
         Not Applicable.  
  
Item 5.  Interests of Named Experts and Counsel  
  
         Not Applicable.  
  
Item 6.  Indemnification of Directors and Officers  
  
Pennsylvania statutory law regarding directors and officers insurance  
and indemnification is embodied in Subchapter D (Sections 1741 through  
1750) of the Pennsylvania Business Corporation Law of 1988, as amended  
(the "BCL").  Sections 1741 (relating to third party actions) and 1742  
(relating to derivative actions) of the BCL provide that, unless  
otherwise restricted by its bylaws, a business corporation shall have  
the power to indemnify any person who is made a party to a third-party  
or derivative action, respectively, by reason that such person is or was  
a representative of the corporation.  The BCL defines representative to  
mean a director, officer, employee or agent thereof (a  
"Representative").  The sections further state that the corporation is  
authorized to indemnify the Representative against expenses (including  
attorneys' fees), judgments, fines and amounts paid in settlement  
actually and reasonably incurred by him or her in connection with the  
action.  However, the Representative must have acted in good faith and  
with a reasonable belief that his or her actions were in the best  
interests, or not opposed to the best interests, of the corporation; and  
with respect to any criminal proceeding, the Representative must have  
had no reasonable cause to believe his or her conduct was unlawful.  
  
Section 1743 of the BCL provides mandatory indemnification for a  
Representative if he or she succeeds on the merits or otherwise in the  
defense of any claim or action.  The corporation must indemnity him or  
her to the extent of his or her actual and reasonable expenses  
(including attorney's fees) in connection with the claim or action. 
  
Section 1746(a) states that the statutory rights of indemnification  
shall not be deemed exclusive of any other rights to which a person  
might be entitled under any bylaw, agreement, or otherwise.  However,  
1746(b) forbids indemnification to be made in any case where the act or  
failure to act giving rise to the claim is determined by a court to be  
willful misconduct or recklessness.  A corporation may not provide  
indemnification in the case of willful misconduct or recklessness. 
  
The BCL, in Section 1747, also authorizes corporations to purchase and  
maintain insurance on behalf of a Representative, whether or not the  
corporation would have the power to indemnify him or her.  Such  
insurance is declared to be consistent with Pennsylvania's public  
policy. 
  
Section 6.02 of the Company's By-Laws provides that a director shall not  
be personally liable for monetary damages for any action taken or failed  
to be taken unless the director has breached or failed to perform the  
duties of his office and such breach or failure to perform constitutes  
self-dealing, willful misconduct or recklessness.  A director's criminal  
or tax liability is not limited by the foregoing provision. 
  
Section 6.03 of the Company's By-Laws requires the Company to indemnify  
any director or officer who is involved in any action, suit or  
proceeding, whether civil, criminal, administrative or investigative,  
unless a court determines that such director or officer's conduct  
constituted willful misconduct or recklessness.  The right to  
indemnification conferred by this provision includes payment of all  
reasonable expenses, including attorney's fees, and any liability and  
loss.    
  
Item 7.  Exemption from Registration Claimed  
  
         Not Applicable.  
  
Item 8.  Exhibits  
  
The following is a list of exhibits filed as part of this Registration  
Statement, which are incorporated herein:  
  
      Exhibit No.                             Reference  
  
      23.1  Consent of Alpern, Rosenthal      Filed herewith  
            & Company.  
  
      24.1  Power of Attorney for             Filed herewith 
            directors and certain officers   
            of the Company (appearing on			  
            the Signature Page).  
 
Item 9.  Undertakings  
  
         (a)  The undersigned registrant hereby undertakes:  
  
    (1)  To file, during any period in which offers or sales are being  
made, a post-effective amendment to this Registration Statement to  
include any material information with respect to the plan of  
distribution not previously disclosed in the Registration Statement or  
any material change to such information in the Registration Statement.  
  
    (2)  That, for the purpose of determining any liability under the  
Securities Act of 1933 (the "Securities Act"), each such post-effective  
amendment shall be deemed to be a new Registration Statement relating to  
the securities offered therein, and the offering of such securities at  
that time shall be deemed to be the initial bona fide offering thereof.  
  
    (3)  To remove from registration by means of a post-effective  
amendment any of the securities being registered which remain unsold at  
the termination of the offering.  
  
         (b)The undersigned registrant hereby undertakes that, for  
purposes of determining any liability under the Securities Act, each  
filing of the registrant's annual report pursuant to Section 13(a) or  
Section 15(d) of the Securities Exchange Act (and, where applicable,  
each filing of an employee benefit plan's annual report pursuant to  
Section 15(d) of the Securities Exchange Act) that is incorporated by  
reference in the Registration Statement shall be deemed to be a new  
Registration Statement relating to the securities offered therein, and  
the offering of such securities at that time shall be deemed to be the  
initial bona fide offering thereof.  
  
         (c)  Insofar as indemnification for liabilities arising under  
the Securities Act may be permitted to directors, officers and  
controlling persons of the registrant pursuant to the provisions  
described in Item 6 of this Registration Statement, or otherwise, the  
registrant has been advised that in the opinion of the Securities and  
Exchange Commission such indemnification is against public policy as  
expressed in the Securities Act and is, therefore, unenforceable.  In  
the event that a claim for indemnification against such liabilities  
(other than the payment by the registrant of expenses incurred or paid  
by a director, officer or controlling person of the registrant in the  
successful defense of any action, suit or proceeding) is asserted by  
such director, officer or controlling person in connection with the  
securities being registered, the registrant will, unless in the opinion  
of its counsel the matter has been settled by controlling precedent,  
submit to a court of appropriate jurisdiction the question whether such  
indemnification by it is against public policy as expressed in the  
Securities Act and will be governed by the final adjudication of such  
issue.  
  
  
  
                         SIGNATURES  
  
Pursuant to the requirements of the Securities Act of 1933, the  
Registrant certifies that it has reasonable grounds to believe that it  
meets all of the requirements for filing on Form S-8 and has duly caused  
this registration statement to be signed on its behalf by the  
undersigned, thereunto duly authorized, in the Borough of Saxonburg,  
Commonwealth of Pennsylvania, on September 26, 1996.  
  
                              II-VI INCORPORATED  
  
  
                              By:      /s/ Carl J. Johnson  
                                   Carl J. Johnson, Chairman and  
                                     Chief Executive Officer  
  
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature appears  
below constitutes and appoints Carl J. Johnson, Francis J. Kramer, and  
James Martinelli, and each of them, such person's true and lawful  
attorneys-in-fact and agents, with full power of substitution and  
revocation, for such person and in such person's name, place and stead,  
in any and all capacities, to sign any and all amendments (including  
post-effective amendments) to this Registration Statement and to file  
the same with all exhibits thereto, and other documents in connection  
therewith, with the Securities and Exchange Commission, granting unto  
said attorneys-in-fact and agents, and each of them, full power and  
authority to do and perform each and every act and thing requisite and  
necessary to be done, as fully to all intents and purposes as such  
person might or could do in person, hereby ratifying and confirming all  
that said attorneys-in-fact and agents or any of them, or their or his  
substitute or substitutes, may lawfully do or cause to be done by virtue  
hereof.  
  
Pursuant to the requirements of the Securities Act of 1933, this  
Registration Statement has been signed by the following persons in the  
capacities and on the date indicated.  
  
  
  
/s/ Carl J. Johnson      Chairman, Chief        September 26, 1996  
Carl J. Johnson          Executive Officer  
                         and Director  
  
  
/s/ Francis J. Kramer    President, Chief      September 26, 1996  
Francis J. Kramer        Operating Officer  
                         and Director  
  
  
/s/ James Martinelli     Chief Financial       September 26, 1996  
James Martinelli         Officer and Treasurer  
                         (Principal Accounting   
                         Officer, and Principal   
                         Financial Officer)  
  
/s/ Richard W. Bohlen           Director       September 26, 1996  
Richard W. Bohlen  
  
  
/s/ Thomas E. Mistler           Director       September 26, 1996  
Thomas E. Mistler  
  
  
/s/ Duncan A.J. Morrison        Director       September 26, 1996  
Duncan A.J. Morrison  
  
  
/s/ Peter W. Sognefest          Director       September 26, 1996  
Peter W. Sognefest  
  
  
  
  
  
The Plan.  Pursuant to the requirements of the Securities Act of 1933,  
the Trustee of the II-VI Incorporated Deferred Compensation Plan has  
duly caused this Registration Statement to be signed on its behalf by  
the undersigned, thereunto duly authorized, in the Borough of Saxonburg,  
Commonwealth of Pennsylvania, on September 25, 1996.  
  
                              II-VI INCORPORATED DEFERRED COMPENSATION   
                              PLAN  
  
  
                              By:      /s/  Niki Green  
                                    Bankers Trust, Trustee  
  
  
  
  
  
  
                            EXHIBIT INDEX  
  
  
Exhibit No.                                     Reference  
  
  
23.1  Consent of Alpern, Rosenthal & Company    Filed herewith.  
  
24.1  Power of Attorney for directors and       Filed herewith.  
      certain officers of the Company   
      (appearing on the Signature Page)