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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): January 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.)


             3819 OSUNA, NE                                          87109
        ALBUQUERQUE, NEW MEXICO                                   (ZIP CODE)
(Address of principal executive offices)


              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 January 31, 2002, announcing second
                      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 January 31, 2002,  LightPath  Technologies,  Inc. a Delaware corporation
     (the  "Company"),  issued a press release  announcing,  among other things,
     second 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 February 4, 2002
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                                                                     DONNA BOGUE
                                                               CFO AND TREASURER