SecProbe.io

Mail Stop 3030
October 20, 2016

Via E -mail
J. James Gaynor
Chief Executive Officer
LightPath Technologies, Inc.
2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826

Re: LightPath Technologies, Inc.
 Registration Statement on Form S -1
Filed September 29, 2016
File No. 333 -213860

Dear Mr. Gaynor:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply t o 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 registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

Use of Proceeds, page 16

1. We note on page 35 of your preliminary proxy statement on Schedule 14A filed
September 26, 2016 that you anticipate having to issue 4,678,362 shares of Class A
common stock in order to fund the cash po rtion of the purchase price of ISP Optics
Corporation.  Please clarify why you are registering a significant additional amount of
shares.  Also, if you will have proceeds remaining after you fund your acquisition of ISP,
please revise to clarify how you wi ll use the remaining proceeds.

J. James Gaynor
LightP ath Technologies, Inc.
October 20, 2016
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations – ISP,
page 42

2. Please revise this registration statement to address the comments issued on October 20,
2016 related to your preliminary  proxy statement filed on September 26, 2016.

Executive Compensation, page 61

3. We note the disclosure on page 62 that the disclosure includes the material information
you believe is necessary to understand the disclosures in your summary compensation
table.  Please revise to clarify how you reached that conclusion.  We note, for example,
that page 14 of an investor presentation included with your Form 8 -K dated December 3,
2015 referenced discretionary stock option grants at a premium to market; however, y our
disclosure on page 64 indicates such awards have exercise prices equal to the closing
market price on the day prior to the grant date.  That investor presentation also references
stock ownership requirements for your named executive officers, but those  ownership
requirements are not discussed here.

Security Ownership of Certain Beneficial Owners and Management, page 76

4. Please revise your table to indicate the effect of the issuance of the shares offered as part
of this registration statement on those persons named in the table and disclose any present
commitments to such persons with respect to the issuance of the  shares.  Refer to Item
201(b)(2) of Regulation S -K.

J. James Gaynor
LightP ath Technologies, Inc.
October 20, 2016
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for accel eration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Eric Atallah at (202) 551 -3663 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551 -3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Heather Percival at (202) 551 -3498 or Geoff Kruczek, Senior
Attorney, at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda R avitz
Assistant Director
Office of Electronics and Machinery

cc:  Jeffrey E. Decker, Esq.
 Baker & Hostetler LLP