SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

April 2, 2013

Via E -mail
Ms. Dorothy M. Cipolla
Chief Financial Officer
Lightpath Technologies , Inc.
2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826

 RE: Lightpath Technologies , Inc.
  Form 10 -K for Fiscal Year Ended  June 30, 2012
  Filed September 6, 2012
  File No. 000-27548

Dear M s. Cipolla :

We have reviewed your filing and have the following comments.   We have limited
our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In some of our comments, we may
ask you to provide us with information so we may better unders tand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your  facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2012

Exhibit  32.2 Certification of Chief Financial Officer

1. We note that the CEO signed the certification for the Chief Financial Officer.
Please fil e an amendment that includes the entire filing together with properl y
signed certifications of e ach of your principal executive and principal financial
officers .  Refer to Rule 13a -14(b) and (c) unde r the ’34 Act.

Dorothy M. Cipolla
Lightpath  Technologies, Inc.
April 2, 2013
Page 2

 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 the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
respons ible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Dennis Hult, Staff Accountant, at (202) 551 -3618 or Kate
Tillan, Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding
comment s on the financial statements and related matters.  You may also contact me at
(202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant