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

                                    FORM 8-K

                                 CURRENT REPORT

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


                                JANUARY 30, 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 January 30, 2003,  announcing  second quarter
               fiscal 2003 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 January 30, 2003,  LightPath  Technologies,  Inc. a Delaware corporation
     (the  "Company"),  issued a press release  announcing,  among other things,
     second quarter fiscal 2003 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.

Date: January 30, 2003                  By: /s/ Todd Childress
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                                            TODD CHILDRESS
                                            CHIEF FINANCIAL OFFICER