Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARTINELLI JAMES
  2. Issuer Name and Ticker or Trading Symbol
II-VI INC [IIVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
1832 LIBERTY WAY
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2008
(Street)

VALENCIA, PA 16059
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2008   M   1,728 A (1) 60,208 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares (3) 02/09/2008   M     1,000   (3)   (3) Common Stock 959 $ 0 0 D  
Performance Shares (4) 02/09/2008   M     1,000   (4)   (4) Common Stock 767 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARTINELLI JAMES
1832 LIBERTY WAY
VALENCIA, PA 16059
      Vice President  

Signatures

 /s/ Michelle L. Freehling, Attorney-in-Fact   02/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares issued upon payout of Performance Share Awards granted on 8/31/2006 under the 2005 Omnibus Incentive Plan, the payout of which was contingent on the achievement of certain consolidated revenue and consolidated net cash provided by operating activities performance criteria. Pursuant to the awards, actual payouts were at 95.9% of the revenue target and 76.9% of the cash provided by operating activities target.
(2) Includes 5,600 shares owned jointly by the reporting person and his spouse.
(3) Represents Performance Share Awards granted under the 2005 Omnibus Incentive Plan on 8/31/2006. Each performance share represented a contingent right to receive a target of one share (subject to adjustment based on actual performance) of II-VI Incorporated common stock upon achieving certain consolidated revenue performance criteria for the eighteen-month period ended 12/31/2007.
(4) Represents Performance Share Awards granted under the 2005 Omnibus Incentive Plan on 8/31/2006. Each performance share represented a contingent right to receive a target of one share (subject to adjustment based on actual performance) of II-VI Incorporated common stock upon achieving certain consolidated net cash provided by operating activities performance criteria for the eighteen-month period ended 12/31/2007.

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