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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): August 4, 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 12. Results of Operations and Financial Condition

On August 4, 2004, II-VI Incorporated issued a press release
announcing its financial results for the quarter and fiscal year ended
June 30, 2004. A copy of the press release is furnished as
Exhibit 99.1 to this report.







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: August 4, 2004 By: /s/ Carl J. Johnson
Chairman and Chief Executive Officer



Date: August 4, 2004 By: /s/ Craig A. Creaturo
Chief Accounting Officer and Treasurer



EXHIBIT INDEX


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


99.1 Press Release