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

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                                    FORM 8-K

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                                 CURRENT REPORT

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


                                FEBRUARY 28, 2003
                Date of Report (Date of earliest event reported)


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


            DELAWARE                   000-27548                86-0708398
(State or other jurisdiction of     (Commission File         (I.R.S. Employer
 incorporation or organization)         Number)           Identification Number)


                      2603 CHALLENGER TECH COURT, SUITE 100
                             ORLANDO, FLORIDA 32826
           (Address of principal executive office, including zip code)


                                 (407) 382-4003
              (Registrant's telephone number, including area code)

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                          LIGHTPATH TECHNOLOGIES, INC.
                                    FORM 8-K

ITEM 7. EXHIBITS.

     Exhibit        Description
     -------        -----------
      99.1          Press   release   dated   February  28,   2003,   announcing
                    stockholder approval of reverse stock split proposal.

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 February 28, 2003, LightPath  Technologies,  Inc. a Delaware corporation
     (the  "Company"),  issued a press release  announcing that its stockholders
     approved the Company's  reverse stock split proposal and that the Company's
     Board of Directors  approved the reverse split on the basis of one share of
     post-split  common  stock for each  currently  outstanding  eight shares of
     pre-split common stock, to be effective as of the open of business March 4,
     2003. 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.


Date: February 28, 2003                 By: /s/ Todd Childress
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                                            TODD CHILDRESS
                                            CHIEF FINANCIAL OFFICER