March 24,
2009
VIA
EDGAR
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Re: Request
for Withdrawal of Registration Statement
LightPath
Technologies, Inc.
Post-Effective
Amendment No. 1 to Form S-3 (Registration No. 333-153743)
Filed
on March 11, 2009
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Act”), LightPath Technologies, Inc. (the “Registrant”) hereby respectfully
applies for, and requests that the Securities and Exchange Commission (the
“Commission”) consent to, the withdrawal of the Registrant’s Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 which was filed by the
Registrant on March 11, 2009 (Registration No. 333-153743), together with all
exhibits thereto (the “Registration Statement”), effective as of the date hereof
or at the earliest practical date thereafter.
Such
withdrawal is being requested because the Registration Statement was improperly
filed as a Post-Effective Amendment to Form S-3. The Registrant
intends to file a new Form S-3 to register the additional shares. The
Registration Statement has not been declared effective and no securities have
been sold pursuant to the Registration Statement.
If you
have any questions regarding this application for withdrawal, please contact the
undersigned at (407) 382-4003 or Jeffrey E. Decker, Esquire at Baker &
Hostetler LLP, counsel to the Registrant, at (407) 649-4000.
Respectfully
requested,
LIGHTPATH
TECHNOLOGIES, INC.
/s/ J.
James Gaynor
J. James
Gaynor
Chief
Executive Officer
2603
Challenger Tech Court, Suite 100
Orlando,
FL 32826
407-382-4003
407-382-4007
Fax