SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 6010
January 13, 2009

  Ms. Dorothy M. Cipolla Chief Financial Officer Lightpath Technologies, Inc. 2603 Challenger Tech Court, Suite 100 Orlando, FL 32826
 RE: Lightpath Technologies, Inc.
  Form 10-K for the fiscal  year ended June 30, 2008
  Filed September 29, 2008
  File No. 0-27548

Dear Ms. Cipolla:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may  raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Dorothy M. Cipolla
Lightpath Technologies, Inc.
January 13, 2008 Page 2   Form 10-K for the Fiscal Year Ended June 30, 2008

Item 9A(T). Controls and Procedures, page 21

Management’s Annual Report on Internal C ontrol over Financial Reporting, page 21

1. We note you disclose herein that mana gement conducted its evaluation of the
effectiveness of the Company’s internal controls over financial reporting based on
the framework in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and also
note the evaluation identified material w eaknesses.  However, we did not see
where management has stated its conclusions as to whether the Company’s
internal controls over financ ial reporting were effective or were not effective at
June 30, 2008.  Please amend the filing to include a clear definitive statement
disclosing management’s conclusion on the effectiveness of the Company’s
internal controls over financ ial reporting at th e end of the fiscal year as required
by Item 308T (a)(3) of Regulation S-K.
 Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-7

Note 7 Stockholders’ Equity, page F-11

2. We note the registration rights agreement for the $3.2 million private placement
of common stock and warrants required the Co mpany to register the shares within
45 days.  You indicate the deadline was not met and a waiver of any penalty was
requested.  Please quantify the penalty and tell us how you accounted for the
registration rights.  It is unclear to us if you have received any waivers for the
penalty.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please furnish a
cover letter with your response that keys your responses to our comments and provides
any requested information.  Detailed cover lett ers greatly facilitate our review.  Please
submit your cover letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

Ms. Dorothy M. Cipolla
Lightpath Technologies, Inc. January 13, 2008 Page 3      We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.
          S i n c e r e l y ,             J a y  W e b b             Reviewing Accountant