================================================================================



                       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 25, 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



================================================================================

                          LIGHTPATH TECHNOLOGIES, INC.
                                    FORM 8-K

ITEM 7.   EXHIBITS.

          Exhibit     Description
          -------     -----------
            99.1      Press release dated April 25, 2002, announcing third
                      quarter fiscal 2002 financial results.


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 25, 2002, LightPath Technologies, Inc. a Delaware corporation
          (the  "Company"),  issued  a press  release  announcing,  among  other
          things,  third quarter  fiscal 2002 financial  results.  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 25, 2002
                                                  ------------------------------
                                                                     DONNA BOGUE
                                                               CFO AND TREASURER