UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G

(Under the Securities Exchange Act of 1934)
(Amendment No. )*

II -VI, INC.
------------------------------------------------------
(Name of Issuer)

COMMON STOCK			
---------------------------------
(Title of Class of Securities)

902104108
-----------------------
(Cusip Number)

December 31, 2005
_______________________________
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant
to which this schedule is filed:

[X]  Rule 13d-1    (b)
[ ]  Rule 13d-1    (c)
[ ]  Rule 13d-1    (d)

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing of this form with respect to the 
subject class of securities, and for any subsequent amendment 
containing information which would alter the disclosures provided in 
a prior cover page.

The information required in the remainder of this cover page shall 
not be deemed to be "filed" for the purpose of Section 18 of the 
Securities Exchange Act of 1934 ("Act") or otherwise subject to the 
liabilities of that section of the Act, but shall be subject to all 
other provisions of the Act (however, see the Notes.)

[Continued on the following page(s)]
Page 1 of 4 Pages

CUSIP No  902104108        Page 2 of 4 Pages  
----------------------------------------------------------------
1.	Name of reporting person
 	S.S. or I.R.S. identification no. of above person

	Babson Capital Management LLC
	51-0504477
----------------------------------------------------------------



2.	Check the appropriate box if a member of a group
	(a)(   )
	(b)( X )
----------------------------------------------------------------
3.	SEC use only
----------------------------------------------------------------
4.	Citizenship or place of organization
	Delaware
----------------------------------------------------------------
                      		5.	Sole Voting Power
			                        
						  2,020,574
	Number of	         		-----------------------------
	shares	            6.	Shared Voting Power
	beneficially
	owned by				      0
	each		      	       -----------------------------
	Reporting            	7.	Sole Dispositive Power
	person
	with		                    2.020,574
					       -----------------------------
8.	Shared Dispositive Power			
				0				
      ---------------------------------------------------------------
9.	Aggregate amount beneficially owned by each reporting person

 		2,020,574
	---------------------------------------------------------------
10.	Check if the aggregate amount in row (9) excludes certain shares*

      ----------------------------------------------------------------
11.	Percent of class represented by amount in row 9
	       6.91%
      ----------------------------------------------------------------
12.	Type of Reporting person
	IA

Page 3 of 4 Pages 			Cusip #: 902104108


SCHEDULE 13G

ITEM 1(A):  NAME OF ISSUER:

 II - VI INC.

1(B):  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

	375 Saxonburg Blvd.
	Saxonburg, PA  16056

ITEM 2(A):  NAME OF PERSON FILING:

	Babson Capital Management LLC (Babson Capital)




ITEM 2(B):  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

	470 Atlantic Avenue
      Boston, MA   02210-2208

ITEM 2(C):  CITIZENSHIP:

	See Item 4 of Cover Page

ITEM 2(D):  TITLE OF CLASS OF SECURITIES:

	See Cover Page

ITEM 2(E):  CUSIP NUMBER:

	See Cover Page

ITEM 3:  TYPE OF REPORTING PERSON:

If this statement is filed pursuant to Sections 240.13d-1 (b)
or 240.13d-2 (b) or (c), check whether the filing person is a:

(e)  [x]  An investment adviser in accordance with
          Section 240.13d-1 (b) (1) (ii) (E)

ITEM 4:  OWNERSHIP:

(a)AMOUNT BENEFICIALLY OWNED: Babson Capital, in its capacity as 
investment adviser, may be deemed the beneficial owner of 2,020,574
shares of common stock of the Issuer which are owned by investment
advisory client(s).

(b)	PERCENT OF CLASS:  6.91%

(c)	For information on voting and dispositive power with respect to the 
above listed shares, see Items 5 - 8 of Cover Page.

Page 4 of 4 Pages				Cusip #: 902104108

ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable 

ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not Applicable	

ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
	ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
	COMPANY:
Not Applicable




ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable

ITEM 9:  NOTICE OF DISSOLUTION OF GROUP:

		Not Applicable

ITEM 10:  CERTIFICATION:

By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were acquired in the 
ordinary course of business and were not acquired for the purpose of 
and do not have the effect of changing or influencing the control of 
the issuer of such securities and were not acquired in connection 
with or as a participant in any transaction having such purpose or 
effect.

SIGNATURE:

After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement 
is true, complete and correct.

 	Date: January 26, 2006


		
Signature:  // Robert J. Guerin //
		Name/Title:  ROBERT J. GUERIN 
				 Senior Compliance Officer 


January 26, 2006


Securities and Exchange Commission
Operations Center
Attn:  Stop 0-7
6432 General Green Way
Alexandria, VA 22312-2413




Re:	SCHEDULE 13G RELATING TO COMMON STOCK OF II-VI INC 
      FOR THE YEAR ENDING DECEMBER 31, 2005











Dear Sir or Madam:

Babson Capital Management LLC is filing today an initial Schedule 
13G through the EDGAR system as required by Section 240.13d-1(b)
to reflect beneficial ownership of greater than 5% of the outstanding 
stock of the above-mentioned issuer.

Please note that the shares as to which this Schedule is filed are 
owned by various investment advisory clients of Babson Capital,
which may be deemed a beneficial owner of the shares only by virtue of 
the direct or indirect investment discretion it possesses pursuant to 
the provisions of investment advisory agreements with such clients.

A copy of the Schedule 13G is being sent to the issuer as required by 
Rule 13d-7.

Comments or questions concerning the above may be directed to the 
undersigned at (617) 761-3779.

Sincerely,



// Robert J. Guerin //
   ROBERT J. GUERIN 
   Senior Compliance Officer