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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): January 9, 2003
                        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 CT. 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  January  9, 2003,  announcing  preliminary
                results for the second quarter of fiscal 2003 and the conference
                call on January 30, 2003 and the NASDAQ decision to proceed with
                a proxy for a reverse stock split.

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 9, 2003,  LightPath  Technologies,  Inc. a Delaware  corporation
     (the  "Company"),  issued a press release  announcing,  among other things,
     preliminary  information for the second quarter of fiscal 2003 and that the
     Company  intends to release second quarter 2003 financial  results,  and to
     hold a publicly  accessible  conference  call,  on  January  30,  2003.  In
     addition,  the Company announced that NASDAQ approved the Company's plan to
     proceed  with a proxy for a reverse  stock split.  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/ Todd Childress January 9, 2003
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                                                                  TODD CHILDRESS
                                                                             CFO