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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


                                   MAY 1, 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 May 1, 2003, reporting financial results
                  for the third quarter of fiscal 2003 and announcing webcast
                  on May 1, 2003.

ITEM 9. REGULATION FD DISCLOSURE

     The  information  in  this  report  is  being  furnished  (i)  pursuant  to
     Regulation  FD, and (ii)  pursuant  to Item 12 Results  of  Operations  and
     Financial  Condition (in accordance with SEC interim  guidance issued March
     28, 2003). In accordance with General Instructions B.2 and B.6 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 May 1, 2003,  LightPath  Technologies,  Inc. a Delaware corporation (the
     "Company"),  issued a press  release  reporting  financial  results for the
     third  quarter  of fiscal  2003 and that the  Company  will hold a publicly
     accessible webcast on May 1, 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.


Dated: May 1, 2003                       By: /s/ Todd Childress
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                                             TODD CHILDRESS, CFO