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):  August 11, 2001



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




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

         On August 11, 2001, the Board of Directors of II-VI
Incorporated (the "Company") adopted a Shareholder Rights Plan.
On August 13, 2001, the Company issued a press release entitled,
"II-VI Adopts Shareholder Rights Plan."   The full text of the
Company's press release is filed as Exhibit 99 to this Current
Report on Form 8-K and is incorporated herein by reference.


Item 7.  Financial Statements and Exhibits

Exhibit No.             Description

   99                   Press Release




                            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 14, 2001                    By:  /s/ Carl J. Johnson
                                                 Carl J. Johnson
                                                     Chairman &
                                            Chief Executive Officer



Date:  August 14, 2001                    By:  /s/ Craig A. Creaturo
                                               Craig A. Creaturo
                                                     Treasurer















                        EXHIBIT INDEX


Exhibit No.             Description


99                      Press Release

EX-99

August 13, 2001                          Craig A. Creaturo
                                         Treasurer
                                         (724) 352-4455
                                         ccreaturo@ii-vi.com
                                         II-VI Homepage:  www.ii-vi.com



              II-VI ADOPTS SHAREHOLDER RIGHTS PLAN

PITTSBURGH, PA - August 13, 2001.  II-VI Incorporated
(NASDAQ NMS:  IIVI) announced today that its Board of Directors has
adopted a Shareholder Rights Plan (the Rights Plan).

The adoption of the Rights Plan is intended as a means to guard
against any potential use of coercive takeover tactics designed to
gain control of the Company on terms which the Board of Directors
determines not to be in the best interests of the Company.  Adoption
of the Rights Plan is not in response to any proposal to acquire the
Company.  The Board of Directors of the Company is not aware of any
such effort.

The Rights Plan provides for the distribution to shareholders of
one right for each share of Company common stock outstanding.  When
exercisable, each right will entitle shareholders to buy one one-
hundredth of a newly issued share of the Company's Series One
Preferred Stock (the Preferred Stock) at an exercise price of $100.
Each fractional share of Series One Preferred Stock has terms
designed to make it substantially the economic equivalent of one
share of the Company's common stock.

The Rights Plan provides, among other things, that upon the earlier
of 10 days after a public announcement that a person or group has
become a beneficial owner of 20% or more of the voting power of all
the Company's shares or 10 business days after a person or group
announces an offer to acquire Company shares that would give it 20%
or more of the voting power, each right will become exercisable to
purchase one one-hundredth of a share of Preferred Stock.  After
the rights become exercisable, if a person or group acquires
beneficial ownership of shares representing 20% or more voting power,
or if the Company is acquired in a merger in which the Company
survives, then each right would entitle the holder (other than the
acquirer) to purchase Company common stock (in lieu of Preferred
Stock) at a 50% discount.  Alternatively, if the Company is acquired
in a merger or other business combination, each right permits the
holder to purchase the common stock of the acquirer at a 50% market discount.

Shareholders of record as of the close of business on
September 12, 2001 and thereafter will receive the rights.
Shareholders will be notified of the issuance of the rights at that
time, although no separate certificates will be issued unless and
until they detach and trade separately from the common stock as
described above.  The ultimate issuance of common stock and Series
One Preferred Stock under the Plan is subject to certain regulatory
approvals.  The new rights will expire on September 12, 2011, unless
 extended, and will be subject to redemption by the Board of
Directors at $.01 per right at any time prior to the first date upon
which they become exercisable.  The rights themselves have no voting
power, nor will they entitle a holder to receive dividends.

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 and telecommunication applications.
The Company's infrared products, sold under the II-VI and Laser Power
brand names, are used primarily in high-power CO2 (carbon dioxide) lasers.
The Company's VLOC subsidiary manufactures near-infrared and visible light
products for industrial, scientific and medical instruments and solid-
state (such as YAG and YLF) lasers and products for the telecommunication
industry.  The Company's eV PRODUCTS division manufactures and markets
solid-state x-ray and gamma-ray detector products for the nuclear
radiation detection industry.  The Company manufactures infrared products
for military applications under the Exotic-Electro Optics brand name.

CONTACT: Craig Creaturo, Treasurer of II-VI Incorporated, 724-352-4455, or
e-mail, ccreaturo@ii-vi.com.



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