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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 4, 2002

                        COMMISSION FILE NUMBER 000-27548

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                          LIGHTPATH TECHNOLOGIES, INC.

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             (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
       ALBUQUERQUE, NEW MEXICO                                     87109
(Address of principal executive offices)                         (Zip Code)

              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 4, 2002,  announcing  estimated
                    sales  for the  first  quarter  and the  conference  call on
                    January 31, 2002.

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 4, 2002,  LightPath  Technologies,  Inc. a Delaware  corporation
     (the  "Company"),  issued a press release  announcing,  among other things,
     that the Company intends to release second quarter financial  results,  and
     to hold a publicly accessible  conference call, on January 31, 2002. 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 January 4, 2002
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                                                                     DONNA BOGUE
                                                               CFO AND TREASURER