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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): August 1, 2002
                        COMMISSION FILE NUMBER 000-27548

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                          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
         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 August 1, 2002, announcing fourth
                      quarter and 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 August 1, 2002, LightPath Technologies, Inc. a Delaware corporation (the
     "Company"),  issued a press release announcing,  among other things, fourth
     quarter and 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 August 2, 2002
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                                                                     DONNA BOGUE
                                                               CFO AND TREASURER