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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): April 3, 2002


                        Commission File Number 000-27548


                          LIGHTPATH TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)



           DELAWARE                                              86-0708398
(State or  other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


           3819 OSUNA, NE
       ALBUQUERQUE, NEW MEXICO                                     87109
(Address of principal executive offices)                         (Zip Code)


               Registrant's telephone number, including area code:
                                 (505) 342-1100

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                          LIGHTPATH TECHNOLOGIES, INC.
                                    FORM 8-K

ITEM 7. EXHIBITS.

        Exhibit     Description
        -------     -----------
          99.1      Press  release  dated  April 3, 2002,  announcing  estimated
                    sales for the third quarter and the conference call on April
                    25, 2002.

ITEM 9. REGULATION FD DISCLOSURE

     The  information in this report is being  furnished  pursuant to Regulation
     FD. In accordance with General Instruction B.2 of Form 8-K, the information
     in this report shall not be deemed to be "filed" for purposes of Section 18
     of the Securities Exchange Act of 1934, as amended,  nor shall it be deemed
     incorporated  by reference in any filing under the  Securities Act of 1934,
     as amended.  The furnishing of the  information set forth in this report is
     not intended to, and does not,  constitute a determination  or admission as
     to the materiality or completeness of such information.

     On April 3, 2002, LightPath Technologies,  Inc. a Delaware corporation (the
     "Company"), issued a press release announcing, among other things, that the
     Company intends to release third quarter financial  results,  and to hold a
     publicly  accessible  conference  call,  on April 25,  2002.  A copy of the
     Company's press release is attached hereto as Exhibit 99.1 and incorporated
     herein by reference.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned, thereunto duly authorized.


                                         LIGHTPATH TECHNOLOGIES, INC.

                                         By: /s/ Donna Bogue       April 3, 2002
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                                             DONNA BOGUE
                                             CFO AND TREASURER