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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): October 31, 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.)

  2603 CHALLENGER TECH COURT SUITE 100                              32826
           ORLANDO, FLORIDA                                       (Zip Code)
(Address of principal executive offices)


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


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                          LIGHTPATH TECHNOLOGIES, INC.
                                    FORM 8-K

ITEM 7. EXHIBITS.

        Exhibit     Description
        -------     -----------
          99.1      Press  release  dated  October 31,  2002,  announcing  first
                    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 October 31, 2002,  LightPath  Technologies,  Inc. a Delaware corporation (the
"Company"), issued a press release announcing, among other things, first 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.


October 31, 2002                        By: /s/ Donna Bogue
                                            -----------------------------
                                            DONNA BOGUE
                                            CFO AND TREASURER