CERTIFICATIONS
                           --------------

I, Craig A. Creaturo, certify that:

1. I have reviewed this annual report on Form 10-K of II-VI
   Incorporated;

2. Based on my knowledge, this report does not contain any untrue
   statement of a material fact or omit to state a material fact
   necessary to make the statements made, in light of the circumstances
   under which such statements were made, not misleading with respect
   to the period covered by this report;

3. Based on my knowledge, the financial statements, and other
   financial information included in this report, fairly present in all
   material respects the financial condition, results of operations and
   cash flows of the registrant as of, and for, the periods presented
   in this report;

4. The registrant's other certifying officer and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
   registrant and we have:

   a) Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, including its consolidated subsidiaries, is made
      known to us by others within those entities, particularly during
      the period in which this report is being prepared;

   b) [omitted in accordance with SEC Release No. 33-8238/34-47986];

   c) Evaluated the effectiveness of the registrant's disclosure
      controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure controls
      and procedure, as of the end of the period covered by this report
      based on such evaluation; and;

   d) Disclosed in this report any changes in the registrant's internal
      control over financial reporting that occurred during the
      registant's most recent fiscal quarter (the registrant's fourth
      fiscal quarter in case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the
      registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,
   based on our most recent evaluation of internal control over
   financial reporting, to the registrant's auditors and the audit
   committee of the registrant's board of directors (or persons
   performing the equivalent functions):

   a) All significant deficiencies and material weaknesses in the
      design or operation of internal control over financial reporting
      which are reasonably likely to adversely affect the registrant's
      ability to record, process, summarize and report financial
      information; and

   b) Any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's
      internal control over financial reporting.


September 26, 2003          By:  /s/ Craig A. Creaturo
                                     Craig A. Creaturo
                          Chief Accounting Officer and Treasurer
                              (principal financial officer)