SecProbe.io

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 lpth_corresp.htm LightPath Technologies, Inc. 2603 Challenger Tech Ct., Suite 100 Orlando, Florida 32826 December 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: LightPath Technologies, Inc. Registration Statement on Form S-3 (Registration No. 333- 291717) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333- 291717) (the “Registration Statement”) of LightPath Technologies, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on December 10, 2025, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Baker & Hostetler LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & Hostetler LLP, by calling Suzanne Hanselman at (216) 861-7090. Thank you for your assistance in this matter. Sincerely, LIGHTPATH TECHNOLOGIES, INC. By: /s/ Albert Miranda Albert Miranda Chief Financial Officer cc: Jeffrey Decker, Baker & Hostetler LLP Suzanne Hanselman, Baker & Hostetler LLP

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 lpth_corresp.htm LightPath Technologies, Inc. 2603 Challenger Tech Ct., Suite 100 Orlando, Florida 32826 May 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: LightPath Technologies, Inc. Registration Statement on Form S-3 (Registration No. 333-286947) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-286947) (the “Registration Statement”) of LightPath Technologies, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on May 12, 2025, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Baker & Hostetler LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & Hostetler LLP, by calling Suzanne Hanselman at (216) 861-7090. Thank you for your assistance in this matter. Sincerely, LIGHTPATH TECHNOLOGIES, INC. By: /s/ Albert Miranda Albert Miranda Chief Financial Officer cc: Jeffrey Decker, Baker & Hostetler LLP Suzanne Hanselman, Baker & Hostetler LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Shmuel Rubin
Chief Executive Officer
LIGHTPATH TECHNOLOGIES, INC.
2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826

 Re: LIGHTPATH TECHNOLOGIES, INC.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286947
Dear Shmuel Rubin:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Suzanne Hanselman
</TEXT>
</DOCUMENT>

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lgpt_corresp.htmLIGHTPATH TECHNOLOGIES, INC.

 2603 Challenger Tech Court, Suite 100

 Orlando, Florida 32826

 February 25, 2022

 VIA EDGAR TRANSMISSION

 Gregory Herbers

 Office of Manufacturing

 United States Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

    Re:

   LightPath Technologies, Inc.

   Registration Statement on Form S-3

   File No. 333-262768

 Ladies and Gentlemen:

 LightPath Technologies, Inc., a Delaware corporation (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-262768) (the “Registration Statement”) be declared effective under the Securities Act at 4:00 P.M., Eastern Time, on Tuesday, March 1, 2022, or as soon thereafter as practicable.  We are aware of our filing obligations under the Securities Act and intend fully to comply therewith.  We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action, or absence of action by the Staff.

 Please contact Jeffrey Decker at 407.649.4017 or Alissa Lugo at 407.649.4015 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 LIGHTPATH TECHNOLOGIES, INC.

    By:

   /s/ Albert Miranda

   Albert Miranda

   Chief Financial Officer

United States securities and exchange commission logo
February 23, 2022
Albert Miranda
Chief Financial Officer
LightPath Technologies, Inc.
2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826
Re:LightPath Technologies, Inc.
Registration Statement on Form S-3
Filed February 16, 2022
File No. 333-262768
Dear Mr. Miranda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alissa Lugo

Mail Stop 3030
March 5, 2018

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

Re: LightPath Technologies, Inc.
Registration Statement on Form S-3
Filed February 14, 2018
 File No. 333 -223028

Dear M r. Gaynor :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Jeffrey E. Decker, Esq.

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Blueprint

2603 Challenger Tech Court, Suite 100, Orlando, FL
32826

Phone: 407-382-4003 Fax: 407-382-4007

VIA EDGAR

March
6, 2018

United
States Securities and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549-6010

ATTENTION:
Amanda Ravitz, Assistant Director

Re:

LIGHTPATH
TECHNOLOGIES, INC.

Registration
Statement on Form S-3

Filed
February 14, 2018

File
No. 333-223028

Ladies
and Gentlemen:

LightPath
Technologies, Inc. (the “Company”), pursuant to Rule
461 of the rules and regulations promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), hereby
requests that the above-referenced Registration Statement of the
Company be declared effective under the Securities Act, at 5:00
P.M., Eastern Time, on Thursday, March 8, 2018, or as soon
thereafter as practicable. We are aware of our filing obligations
under the Securities Act and intend to fully comply therewith. We
acknowledge and understand that the Company and management are
responsible for the accuracy and adequacy of the disclosures made
in our filings.

Please
contact Jeffrey Decker of Baker & Hostetler LLP at (407)
649-4017 or Alissa Lugo of Baker & Hostetler LLP at (407)
649-4015 as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding
this matter.

Respectfully
requested,

LIGHTPATH
TECHNOLOGIES, INC.

/s/ Dorothy
Cipolla

Dorothy
Cipolla

Chief
Financial Officer

cc:

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

Alissa
K. Lugo, Esq., Baker & Hostetler LLP

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Roth
Capital Partners, LLC

888
San Clemente Drive

Newport
Beach, CA 92660

    December 13, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: LightPath Technologies, Inc. (CIK 0000889971) (the “Company”)

Registration Statement on Form S-1

(File No. 333-213860) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
Roth Capital Partners, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that
the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Thursday,
December 15, 2016, at 5:00 p.m., EST, or as soon thereafter as practicable.

Pursuant to Rule 460
of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we,
acting on behalf of the several underwriters, wish to advise you that, through December 13, 2016, we distributed to each underwriter
or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well
as “E-red” copies of the Preliminary Prospectus dated November 29, 2016 as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

We have complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:
    /s/ Aaron M. Gurewitz

    Name:

        Title:

    Aaron M. Gurewitz

                                                                   Head of Equity Capital Markets

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VIA EDGAR

December 13, 2016

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

ATTENTION: Amanda Ravitz, Assistant Director

    Re:
       LIGHTPATH
TECHNOLOGIES, INC.

    Registration Statement on Form S-1

    Filed September 29, 2016

    File No. 333-213860

Ladies and Gentlemen:

LightPath Technologies,
Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), hereby requests that the above-referenced Registration Statement of the Company
be declared effective under the Securities Act, at 5:00 P.M., Eastern Time, on Thursday, December 15, 2016, or as soon thereafter
as practicable. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith. We acknowledge
and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures made in our filings.

Please contact Jeffrey
Decker of Baker & Hostetler LLP at (407) 649-4017 or Alissa Lugo of Baker & Hostetler LLP at (407) 649-4015 as soon as
the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Respectfully requested,

    LIGHTPATH TECHNOLOGIES, INC.

    /s/ Dorothy Cipolla

    Dorothy Cipolla
Chief Financial Officer

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

    Robert V. Condon
III, Esq., Sullivan & Worcester LLP

    David Enzer, Roth
Capital Partners, LLC

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VIA EDGAR

December 13, 2016

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

ATTENTION: Amanda Ravitz, Assistant Director

    Re:
       LIGHTPATH
TECHNOLOGIES, INC.

    Registration Statement on Form S-1

    Filed September 29, 2016

    File No. 333-213860

Ladies and Gentlemen:

LightPath Technologies,
Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), hereby requests that the above-referenced Registration Statement of the Company
be declared effective under the Securities Act, at 5:00 P.M., Eastern Time, on Thursday, December 15, 2016, or as soon thereafter
as practicable. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith. We acknowledge
and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures made in our filings.

Please contact Jeffrey
Decker of Baker & Hostetler LLP at (407) 649-4017 or Alissa Lugo of Baker & Hostetler LLP at (407) 649-4015 as soon as
the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Respectfully requested,

    LIGHTPATH TECHNOLOGIES, INC.

    /s/ Dorothy Cipolla

    Dorothy Cipolla
Chief Financial Officer

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

    Robert V. Condon
III, Esq., Sullivan & Worcester LLP

    David Enzer, Roth
Capital Partners, LLC

Mail Stop 3030
November 9, 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.
Preliminary Proxy Statement on Schedule 14A
Filed September 26, 2016
File No. 000-27548

Dear Mr. Gaynor :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

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

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November 1, 2016

VIA EDGAR CORRESPONDENCE
TRANSMISSION

Ms. Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

United States Securities and Exchange Commission

Division of Corporate Finance – Mail Stop 3030

Washington, DC 20549

    Re:
    LightPath Technologies, Inc.

    Registration Statement on Form S-1

    Filed September 29, 2016

    File No. 333-213860

Dear Ms. Ravitz:

LightPath Technologies, Inc., a Delaware
corporation (the “Company,” “we,” “us,” or “our”), is submitting this letter in
response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated October 20, 2016 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-1
(File No. 333-213860) (the “Registration Statement”) filed with the Commission on September 29, 2016.

This letter sets forth the comments of
the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following the comment, sets forth our response.
We are also simultaneously filing a pre-effective amendment to the Registration Statement in response to the Staff’s 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 portion 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 will use the remaining proceeds.

Response: We have revised
the disclosure under the “Use of Proceeds” section to explain why we are registering more shares of our Class A
Common Stock than we currently expect to issue in connection with the acquisition of ISP Optics Corporation
(“ISP”). We have also reduced the number of shares we are registering under the Registration Statement. The
reduction is based upon a re-evaluation of the range of the number of shares we would likely need to issue in connection with
the acquisition of ISP. We do
not expect to have any material proceeds remaining after we fund the acquisition of ISP and pay transaction expenses and
integration costs associated therewith. However, we have revised the disclosure under the “Use of Proceeds”
section to state that in the event we have proceeds remaining after we fund our acquisition of ISP, we intend to use such
proceeds for general corporate purposes.

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.

Response: We have revised the
registration statement to address the comments issued on October 20, 2016 related to our preliminary proxy statement filed on September
26, 2016.

Response of LightPath Technologies, Inc.

to Staff Comment Letter of October 20, 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, your 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.

Response: We acknowledge the Staff’s
comments and respectfully refer the Staff to our disclosure on page 64 of the registration statement to the effect that the exercise
price of our discretionary stock options grants in October 2016 is the closing market price on the day prior to the grant date
plus a 15% premium. We have revised our disclosure under the “Executive Compensation” section to include information
regarding the guidelines established by the Company’s Board of Directors for stock ownership of our named executive officers.

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.

Response: We have revised the
“Security Ownership of Certain Beneficial Owners and Management” table to include the effect of the issuance of shares
offered as part of the registration statement on the persons named in the table. We do have not any present commitments to any
such persons with respect to the issuance of the shares.

Should there be any questions that might
be facilitated by contemporaneous dialogue, please feel free to contact our counsel, Jeffrey Decker of Baker & Hostetler LLP,
at (407) 649-4017 or me at (407) 382-4003, extension 377.

Sincerely,

    /s/ J. James Gaynor

    J. James Gaynor

    Chief Executive Officer

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October 28, 2016

VIA EDGAR CORRESPONDENCE

TRANSMISSION

Ms. Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

United States Securities and Exchange Commission

Division of Corporate Finance – Mail Stop 3030

Washington, DC 20549

    Re:
    LightPath Technologies, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed September 26, 2016

    File No. 000-27548

Dear Ms. Ravitz:

LightPath Technologies, Inc., a Delaware
corporation (the “Company,” “we,” “us,” or “our”), is submitting this letter in
response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated October 20, 2016 (the “Comment Letter”), with respect to the Company’s Preliminary Proxy Statement on Schedule
14A (File No. 000-27548) (the “Proxy Statement”) filed with the Commission on September 26, 2016.

This letter sets forth the comments of
the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following the comment, sets forth our response.
We are also simultaneously filing a revised Preliminary Proxy Statement in response to the Staff’s comments.

Relationship of the Parties, page
7

1.

Please revise
to clarify the extent to which ISP relies on sales to you. We note, in this regard, the disclosures on pages 43 and F-29 that unnamed
customers accounted for a substantial amount of ISP’s revenues as of June 30, 2016 and December 31, 2015.

Response: ISP had minimal sales
to the Company for the referenced periods. We have revised our disclosure under the “Relationship of the Parties” section
to provide information regarding ISP’s sales to the Company for the referenced periods.

Cost of Goods Sold, page 56

2.

Please more clearly
describe the “custom product mix variances” that contributed to your lower gross margin. Also, please quantify the
increase in cost of raw materials and clarify to what raw materials you refer and the reasons for the increase.

Response: We have revised the
disclosure under the “Costs of Goods Sold” section to include additional information regarding factors and a quantification
of certain cost increases that contributed to ISP’s lower gross margin for the period in question. We also included additional
disclosure related to reasons for certain of such increases.

Response of LightPath Technologies, Inc.

to Staff Comment Letter of October 20, 2016

Revenues, page 57

3.

We note your revenues
appear to have increased significantly in fiscal year 2015 compared to fiscal year 2014 due to “an increase in sales.”
Please revise to clarify the extent to which the “increase in sales” relates to changes in prices or to changes in
the volume of goods being sold, and the reasons underlying those changes. Refer to Item 303(a)(3)(iii). Please revise to provide
similar clarification to your disclosure regarding the interim periods referenced on page 56.

Response: We have revised the
disclosure under the “Revenues” section to more fully describe the basis and reasons for ISP’s “increase
in sales” and to clarify and quantify the extent to which the “increase in sales” related to price increases
instead of changes in the volume of products sold.

Liquidity and Capital Resources, page
58

4.

Please disclose
which loan matured in January of 2016 and disclose the status and material terms of that loan or advise.

Response: We have revised the
disclosure under the “Liquidity and Capital Resources” section to provide additional information regarding the ISP
loan that matured in January 2016.

Key Performance Indicators, page 59

5.

We note the “key
performance indicators” ISP’s management uses to “regularly measure its performance and other trends or challenges
seen in the industry.” In addition to listing these metrics, please revise to clarify what these metrics, and the related
“variance analyses,” exhibit to ISP’s management regarding how ISP is performing, the material trends and challenges
it faces and “necessary operating actions and changes.”

Response: We have revised the
disclosure under the “Key Performance Indicators” section to provide additional information regarding how ISP’s
management uses the key performance indicators. ISP has made various adjustments in its business from time to time based on such
metrics. Currently, ISP’s management has not, through the use of these metrics, identified any material trends or challenges
in its business or any necessary operating actions and changes to be made at this time.

Independent Auditor’s Report,
page F-35

6.

We note that BDO
USA LLP did not audit the financial statements of the foreign subsidiary of ISP and their opinion, insofar as it relates to the
amounts included for such subsidiary, is based solely on the report of the other auditors. Please amend the filing to include the
audit report of the other auditors on whose work BDO USA LLP relied upon in reaching their opinion on the financial statements
of ISP. Refer to Rule 2-05 of Regulation S-X.

Response: The Company acknowledges
the Staff’s comment and the filing has been amended to include the audit report of the auditors on whose work BDO USA LLP
relied upon in reaching their opinion on the financial statements of ISP.

Should there be any questions that might
be facilitated by contemporaneous dialogue, please contact our counsel, Jeffrey Decker of Baker & Hostetler LLP at (407) 649-4017,
or me at (407) 382-4003, extension 377.

Sincerely,

    /s/ J. James Gaynor

    J. James Gaynor

    Chief Executive Officer

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

Mail Stop 3030
December 18, 2015

Via E -mail
Mr. James Gaynor
President and Chief Executive Officer
Light Path Technologies, Inc.
2603 Challenger Tech Court, Suite 100
Orlando, Florida  32826

Re: Lightpath Technologies, Inc.
 Form 10 -K for the Fiscal Year ended June 30, 2015
Filed September 22, 2015
File No. 000 -27548

Dear Mr. Gaynor:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of  1934 and all applicable rules require.

       Sincerely,

       /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant
Office of Electronics and Machinery

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2603
Challenger Tech Court, Suite 100, Orlando, FL 32826

Phone:
407-382-4003 Fax: 407-382-4007

December
17, 2015

VIA
EDGAR

Mr.
Martin James

Senior
Assistant Chief Accountant

United
States Securities and Exchange Commission

Division
of Corporate Finance – Mail Stop 3030

Washington,
DC 20549

    Re:

    LightPath Technologies,
    Inc.

    Form 10-K for the Fiscal Year ended June
    30, 2015

    Filed September 22, 2015

    File No. 000-27548

Dear
Mr. James:

LightPath
Technologies, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”),
is submitting this letter in response to the comment letter from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) dated December 8, 2015 (the “Comment Letter”) with respect to the
Company’s Annual Report Form 10-K for the fiscal year ended June 30, 2015 (File No. 000-27548) (the “Form 10-K”)
filed with the Commission on September 22, 2015.

This
letter sets forth the comments of the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following
the comment, sets forth our response. We are also simultaneously filing an amendment to the Form 10-K in response to the Staff’s
comments.

Form
10-K for the fiscal year ended June 30, 2015

Item
8. Financial Statements

Note
3. Inventories, net, page F-11

 1. We
                                         note in the second quarter of fiscal 2014, you reclassified tooling from fixed assets
                                         and prepaid expenses into inventory. The amount of tooling in inventory as of June 30,
                                         2015 is $1 million. Please tell us why you now classify these costs in inventory and
                                         how the assets meet the definition of inventory in the FASB Master Glossary.

Response
of LightPath Technologies, Inc.

to
Staff comment letter of December 17, 2015

Response
1: In the second quarter of fiscal 2014, we changed our classification of tooling costs associated with inventory costing.
Previously, the majority of such costs were classified within property and equipment on the consolidated balance sheet. The periodic
amortization of such costs was included in the pool of production overhead costs, a portion of which was capitalized into inventory.
We are now classifying tooling costs as a direct inventory cost into specific products through our production costing processes.
This classification change was made to more accurately compute our standard costs and to reflect the process used to quote and
internally estimate product costs overall.

Per
the FASB Master Glossary, “inventory” means the aggregate of those items of tangible personal property that have any
of the following characteristics: (i) held for sale in the ordinary course of business (or merchandise of a trading concern and
the finished goods of a manufacturer); (ii) in process of production for such sale (or work in process); or (iii) to be currently
consumed in the production of goods or services to be available for sale (or raw materials and supplies). This definition of inventories
excludes long-term assets subject to depreciation accounting, or goods which, when put into use, will be so classified. The fact
that a depreciable asset is retired from regular use and held for sale does not indicate that the item should be classified as
part of the inventory. Raw materials and supplies purchased for production may be used or consumed for the construction of long-term
assets or other purposes not related to production, but the fact that inventory items representing a small portion of the total
may not be absorbed ultimately in the production process does not require separate classification. By trade practice, operating
materials and supplies of certain types of entities, such as oil producers, are usually treated as inventory.

Our
tooling consists of rings, sleeves, and molds, and is consumed in the process of producing our lenses. Accordingly, we believe
our tooling properly fits within clause (iii) above, as the tooling is currently consumed in the production of our lenses that
are available for sale to our customers.

Exhibit
23.1

 2. We
                                         note that the consent is dated September 4, 2014 and your Form 10-K was filed September
                                         22, 2015. Also, the consent refers to the firm’s audit report dated September 4,
                                         2014 while the report included on page F-3 is dated September 22, 2015. Please amend
                                         to provide a currently dated consent and ensure that the consent refers to the correct
                                         date of the audit report. Refer to Item 601.B(23)(ii) of Regulation S-K.

Response
2: We have simultaneously filed an amendment to the Form 10-K in order to include a currently dated consent from Cross, Fernandez
& Riley LLP (“CFR”) addressing the Staff’s comment.

Page 2 of 3

Response
of LightPath Technologies, Inc.

to
Staff comment letter of December 17, 2015

 3. As
                                         a related matter, we note that the report from Cross, Fernandez & Riley LLP is dated
                                         September 22, 2015 while its report included in your June 30, 2014 Form 10-K was dated
                                         September 4, 2014, the date of the report to which the consent refers. As we note that
                                         the firm is no longer registered with the PCAOB and in light of the disclosures included
                                         on page 20, please tell us whether the firm intended to update its report and, if so,
                                         describe to us the audit work it performed following September 4, 2014. Otherwise, please
                                         amend the filing to include a correctly dated audit report.

Response
3: CFR did not intend to update its report, and no audit work was performed following September 4, 2014. Due to a scrivener’s
error, CFR’s report included in the Form 10-K was inadvertently dated September 22, 2015. We have simultaneously filed an
amendment to the Form 10-K in order to include a correctly dated audit report from CFR.

We
acknowledge 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.

Should
there be any questions that might be facilitated by contemporaneous dialogue, please feel free to call me at (407) 382-4003, extension
305, or our counsel, Jeffrey E. Decker of Baker & Hostetler LLP at (407) 649-4017.

Sincerely,

     /s/
    Dorothy
M Cipolla

    Dorothy
M. Cipolla

    Chief Financial Officer

Page 3 of 3

Mail Stop 3030
December 8, 2015

Via E -mail
Mr. James Gaynor
President and Chief Executive Officer
Light Path Technologies, Inc.
2603 Challenger Tech Court, Suite 100
Orlando, Florida  32826

Re: Lightpath Technologies, Inc.
 Form 10-K for the Fiscal Year ended June 30 , 201 5
Filed September 22, 2015
File No. 000-27548

Dear Mr. Gaynor :

We have limited our review of your filing to the financial statements and related
disclosures and  have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2015

Item 8.  Financial Statements

Note 3.  Inventories, net, page F -11

1. We note that in the second quarter of fiscal 2014, you reclassified tooling from fixed
assets and prepaid expenses into inventory.  The amount of tooling in inventory as of
June 30, 2015 is $1 million.  Please tell us why you now classify t hese costs in inventory
and how the assets meet the definition of inventory in the FASB Master Glossary.

Mr. James Gaynor
Lightpath  Technologies, Inc.
December 8, 2015
Page 2

 Exhibit 23.1

2. We note that the consent is dated September 4, 2014 and your Form 10 -K was filed
September 22, 2015.  Also, the consent refers to the firm’s audit report dated September
4, 2014 while the report included on page F -3 is dated September 22, 2015.  Please
amend to provide a currently dated consent and ensure that the consent refers to the
correct date of the audit report.  Refer to Item 601.B(23)(ii) of Regulation S -K.

3. As a related matter, we note that the report from Cross, Fernandez & Riley LLP is dated
September 22, 2015 while its report included in your June 30, 2014 Form 10 -K was dated
September 4, 2014, the date of the report to which the consent refers.  As we note that the
firm is no longer registered with the PCAOB and in light of the disclosures incl uded on
page 20, please tell us whether the firm intended to update its report and, if so, describe to
us the audit work it performed following September 4, 2014.  Otherwise, please amend
the filing to include a correctly dated audit report.

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 responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
ackno wledging 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 fili ng; 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 Tara Harkins  at (202) 551 -3639, or Kate Tillan, Assistant C hief
Accountant, at (202) 551 -3604 with any questions.  You may also reach me at (202) 551 -3671 .

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant
        Office of Electronics and Machinery

April 9, 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 Ms. Cipolla:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securiti es laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules requir e.

Sincerely,

        /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    lpth-corresp_040413.htm

2603 Challenger Tech Court, Suite 100, Orlando, FL  32826

Phone: 407-382-4003  Fax: 407-382-4007

April 4, 2013

Via Edgar Filing as correspondence

Mr. Martin James

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporate Finance – Mail Stop 6010

Washington, DC 20549

Dear Mr. James:

LightPath Technologies, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated April 2, 2013, with respect to the Company’s Form 10-K for the fiscal year ended June 30, 2012 (File No. 000-27548) (the “Filing”) filed with the Commission on September 6, 2012.

Below is the Company’s response.  For your convenience, we have repeated the Staff’s comment before our response.

Exhibit 32.2 Certification of Chief Financial Officer

1.           We note that the CEO signed the certification for the Chief Financial Officer.  Please file an amendment that includes the entire filing together with properly signed certifications of each of your principal executive and principal financial officers.  Refer to Rule 13a-14(b) and (c) under the ’34 Act.

Response:

We will file an amended Form 10-K with properly signed certifications of each of our principal executive and principal financial officers.

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

Should there be any questions that might be facilitated by contemporaneous dialogue, please feel free to call me at 407-382-4003 x 305.

Sincerely,

/s/ Dorothy M Cipolla

Dorothy M. Cipolla

Chief Financial Officer

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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
February 9, 2009

  Mr. 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 completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 2603 Challenger Tech Court, Suite 100, Orlando, FL 32826

 Phone: 407-382-4003 Fax: 407-382-4007

 January 23, 2009

 Ms. Angela J. Crane

 Accounting Branch Chief

 United States Securities and Exchange Commission

 Division of Corporate Finance – Mail Stop 6010

 Washington, DC 20549

 Via Edgar Filing as correspondence

 Dear Ms. Crane:

This letter is our response to the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) of
January 13, 2009, regarding the Staff’s review of the LightPath Technologies, Inc. (the “Company”) Form 10-K for the fiscal year ended June 30, 2008 (File No. 0-27548) (the “Filing”).

 In response to your specific request (page 3 of your letter), in connection with this response, I hereby acknowledge, on behalf of the Company, the following:

•

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

 Should there be any questions that might be facilitated by contemporaneous dialogue, please feel free to call me at 407-382-4003
x 305.

Sincerely,

/s/ Dorothy M. Cipolla

Dorothy M. Cipolla

Chief Financial Officer

 Response of LightPath Technologies, Inc.

 to Staff comment letter of January 13, 2009

 Note that in the body of this letter, from page 2 forward, the
Staff’s points, called “Questions” herein, are included for convenience in review of our responses.

 Form 10-K for the fiscal year
ended June 30, 2008

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

 Management’s Annual Report in Internal Control over Financial Reporting, page 21

 Question 1. We note you
disclose herein that management conducted its evaluation of the effectiveness of the Company’s internal controls over financial reporting based on the framework in Internal Controls – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and also note the evaluation identified material weaknesses. However, we did not see where management has stated its conclusions as to whether the Company’s internal controls over financial
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 financial
reporting at the end of the fiscal year as required by item 308T (a)(3) of Regulation S-K.

 Response 1. We will file an amended Form 10-K with the
following Item 9A(T) section, the changed wording from the original is underlined.

 Item 9A(T). Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Our
management conducted an evaluation, with the participation of its Chief Executive Officer (CEO) and its Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation the CEO and CFO concluded that our disclosure controls and procedures were not
effective in reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, because of material weaknesses in internal control over financial reporting as of June 30, 2008, as
described below.

 Management’s Annual Report on Internal Control over Financial Reporting

 Management 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. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our internal
controls over financial reporting were not effective as of June 30, 2008 because of the existence of material weaknesses

 Page 2 of 5

 Response of LightPath Technologies, Inc.

 to Staff comment letter of January 13, 2009

as described below. A material weakness in internal control over financial reporting is defined by Public Company Accounting Oversight Board
(“PCAOB”) Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely basis.

 We identified two material weaknesses relating to
inventory:

 Reserve for Inventory Obsolesce

 Our management concluded that our procedures used to identify obsolete inventory items were not operating effectively during the 2008 fiscal year.

 Inventory Costing

 Our management
concluded that policies and procedures to set cost standards in the inventory system were not designed or operating effectively during the year. An audit determined that there were discrepancies in the standard cost of raw material, direct labor,
overhead and subcontracted services. In addition, policies and procedures regarding inventory management were not designed or operating effectively during the year. In particular, inventory work orders for finished goods are not entered into the
perpetual system timely to allow for adequate tracking and monitoring of inventory flow and costing. Monthly physical cycle counts of on-hand inventory and the annual full physical count are considered compensating controls, but they do not reduce
the likelihood of potential error below the level of a significant error.

 Management has made significant efforts to review its obsolete
inventory throughout the year and has adjusted its reserve based on this updated analysis. Management intends to continue to remediate this weakness by determining how it can better enhance its ability to identify obsolete items to reduce human
error and to create a more standardized method for determining obsolescence. Management plans to review the cost standards quarterly and adjust the standards as needed. However, these material weaknesses will not be considered remediated until new
processes are fully implemented, operate for a sufficient period of time, and we are confident that they are operating effectively. Management anticipates that we will report in our Quarterly Report on Form 10-Q for the first quarter of 2009 that
the material weakness in our internal control over inventory continues to exist. We are committed to finalizing our remediation action plan and implementing the necessary enhancements to our policies and procedures to fully remediate the material
weaknesses discussed above.

 The material weaknesses with the accrued liabilities previously noted in our past filings have been remediated
and the results of management’s current year assessment have confirmed that remediation efforts instituted by management have sufficiently reduced or eliminated the risk of misstatement associated with those former material weaknesses. We will
continue to monitor the effectiveness of our internal controls and procedures on an ongoing basis and will take further actions, as appropriate.

 Page 3 of 5

 Response of LightPath Technologies, Inc.

 to Staff comment letter of January 13, 2009

 Notwithstanding the above, management believes that the consolidated financial statements included in
this Annual Report on Form 10-K, fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in accordance with generally accepted accounting principles.

 This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.

 Limitations on the Effectiveness of Controls

 A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resources constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

 The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can only be
reasonable assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 Changes in Internal Control over Financial Reporting.

 There were no changes in our internal controls
over financial reporting, known to the Chief Executive Officer and Chief Financial Officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

 Page 4 of 5

 Response of LightPath Technologies, Inc.

 to Staff comment letter of January 13, 2009

 Financial Statements, page F-1

 Notes to Consolidated Financial Statements, page F-7

 Note 7 Stockholders’ Equity, page F-11

Question 2. We note the registration rights agreement for the $3.2 million private placement of common stock and warrants required the Company 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.

 Response 2. The Registration Rights Agreement, dated July 26, 2007 among the Company and the investors
in the $3.2 million private placement, provided that the Company had 45 days after the closing of the private placement to file a registration statement for the re-sale of the shares issued, and those underlying the warrants
issued, at such closing. Thus, the Company had until September 10, 2007 to file. The Agreement further provided for a partial liquidated damages charge of 1% of the aggregate purchase price to be paid on the date the failure to
file first occurred and on each monthly anniversary thereafter (calculated on a daily pro rata basis for any portion of a month prior to cure).

 A
registration statement on Form S-3 was prepared in a timely manner but was not filed due to the fact that the Company’s most recent filed financial statements were then stale. The Company decided to delay the filing until after it’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2007, which would contain effective financial statements, was filed. The Company informed the placement agent of this decision and requested that there be a waiver of any right to
liquidated damages. The Annual Report on Form 10-K for the fiscal year ended June 30, 2007 was filed on October 1, 2007 and the registration statement on Form S-3 was filed on October 5, 2007. In the absence of a waiver, the
liquidated damages associated with a 25 day delay in filing would have been $58,667 in the aggregate ($32,000 for the initial failure and then $26,667 for the subsequent 25 day delay). No investor made a claim for liquidated damages at such time nor
has any investor made a claim for liquidated damages at any time subsequent thereto. Therefore, the penalty was not paid nor accrued.

 Page 5 of 5

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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 6010
May 22, 2008

  Mr. 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, 2007
  Filed October 1, 2007
  File No. 0-27548

Dear Ms. Cipolla:    We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 2603 Challenger Tech Court, Suite 100, Orlando, FL 32826

 Phone: 407-382-4003 Fax: 407-382-4007

 May 16,
2008

 Mr. Martin F. James

 Senior Assistant Chief
Accountant

 United States Securities and Exchange Commission

 Division of Corporate Finance – Mail Stop 6010

 Washington, DC 20549

 Via Edgar Filing as correspondence

 Dear Mr. James:

 This letter is our response to the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) of
May 1, 2008, regarding the Staff’s review of the LightPath Technologies, Inc. (the “Company”) Form 10-K for the fiscal year ended June 30, 2007 (File No. 0-27548) (the “Filing”).

 In response to your specific request (page 3 of your letter), in connection with this response, I hereby acknowledge, on behalf of the Company, the following:

•

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

 Should there be any questions that might be facilitated by contemporaneous dialogue, please feel free to call me at 407-382-4003
x 305.

Sincerely,

 /s/ Dorothy M Cipolla

Dorothy M. Cipolla

Chief Financial Officer

 Response of LightPath Technologies, Inc.

 to Staff comment letter of May 1, 2008

 Note that in the body of this letter, from page 2 forward, the Staff’s points, called “Questions”
herein, are included for convenience in review of our responses.

 Form 10-K for the fiscal year ended June 30, 2007

 Management’s Annual Report in Internal Control over Financial Reporting, page 35

 Question 1. We note that you identified material weaknesses in your internal controls that resulted in “material adjustments” to your inventory and accrued liability accounts. Please describe to us in
greater detail the nature of these “out of period” adjustments and indicate the periods effected. Your response should quantify the adjustment and clearly indicate the impact the adjustment had on the financial statements in the period in
which the adjustment was made and the impact it would have had if made in the proper period. Please refer to SAB 108 and SFAS 143 in your response.

 Response 1. This is the same issue referred to in Question 3 as it relates to inventory. Please refer to Response 3 below. The adjustment made in fourth quarter of 2007 for accrued liabilities are noted below. The P&L impact is
presented.

Quarterly Period that Adjustment Applies

Q3

Fiscal 2006
Q4

Q1

Fiscal 2007
Q2

Q3

Q4

Total

 Franchise taxes G&A impact

(5,540
)

(8,292
)

(8,292
)

(8,292
)

(8,292
)

(8,292
)

(47,000
)

 Accrued benefits

 SG&A impact

(8,613
)

(8,613
)

 CGS impact

(6,784
)

(6,784
)

 Accrued inventory receipts CGS impact

(158,000
)

(158,000
)

 Accrued payroll CGS impact

33,530

33,530

 Impact

(5,540
)

(8,292
)

(8,292
)

(8,292
)

(8,292
)

(148,159
)

(186,867
)

 Impact as a % of gross margin

0
%

0
%

0
%

0
%

0
%

234
%

 Impact as a % of net loss

0.5
%

1.0
%

1.8
%

2.4
%

1.6
%

10.6
%

 Per SAB 108, we must consider the effects of these adjustments on prior periods and quantify such effects to
determine whether they are material to prior quarters or fiscal years. As noted above, the impact on previous quarters was clearly immaterial to our quarterly financial statements, as it was not considered probable that the judgment of a reasonable
person relying upon our report would have been changed or influenced by the correction of the item in prior periods.

 Page 2 of 5

 Response of LightPath Technologies, Inc.

 to Staff comment letter of May 1, 2008

 We do not believe that FAS 143 applies to the above situation since the control deficiencies and related accounting
adjustments do not relate to legal obligations associated with the retirement of tangible long-lived assets resulting from the acquisition, development or normal operation of the assets. Rather, they related to current liabilities such as franchise
taxes, inventory purchases, accrued benefits and payroll expenses

 Notes to Consolidated Financial Statements, page F-8

 Note 2 Summary of Significant Accounting Policies, page F-8

 Revenue, page F-9

 Question 2. We note that you use the word generally when describing your revenue accounting policy. Please tell
us and revise in future filings to include clear descriptions of your accounting policies which set forth the accounting you follow for each type of transaction your undertake, including those transactions you may not encounter frequently.

 Response 2. We have two types of revenue. The first type of revenue is from the sale of products we manufacture. Revenue is recognized when products
are shipped to the customer, provided that we have received a valid purchase order, the price is fixed, title has transferred, collection of the associated receivable is reasonably assured, and there are no remaining significant obligations.

 The second type of revenue is from product development agreements. These agreements relate to projects that employ our optical engineering group to design
the passive optic elements for clients’ systems. Revenue is recognized as services are performed in accordance with the terms of the agreements. Revenue may also be recognized under these agreements upon shipment of products (typically
prototypes) to the customer. However, most of these agreements do not relate to the shipment of product; hence our use of the word, “generally,” in our disclosure. These projects are short-term in nature, usually two-four weeks duration.

 In future filings all applicable revenue types will be presented.

 Note 17, Fourth Quarter Adjustment, page F-21

 Question 3. Please tell us more about the fourth quarter 2007 adjustment that you recorded
to write-off obsolete inventory. We note that the adjustment related to a charge in fiscal 2006 that was incorrectly recorded back into inventory during the quarter ended September 30, 2006. Clearly indicate the impact the adjustment had on the
financial statements in the period in which the adjustment was made and the impact it would have had on the financial statements if made in the proper period. Please refer to SAB 108 and SFAS 143 in your response.

 Response 3. During our second quarter of 2006 an obsolete inventory item was written off. Prior to write off it had a value of $120,516 which had been properly reserved
100%

 Page 3 of 5

 Response of LightPath Technologies, Inc.

 to Staff comment letter of May 1, 2008

through the Company’s reserve for obsolete inventory account, as it was deemed to have no future use. However, the product remained physically on hand.
We do not consider this to have any impact on our financial statements for our fiscal year 2006 as it was written off as of June 30, 2006.

 During our
second quarter of fiscal 2007 personnel responsible for managing the inventory inadvertently re-instated the value of this product into inventory, not aware that the product was considered to have no value. This error was caught during the second
and third quarters of fiscal 2007 and the financial statements presented were correct. The correcting entry in the second and third quarters was a reversing journal entry so the amount was not physically removed from our inventory report but was
shown as a reconciling item to remove the amount from our inventory general ledger account. However, this correcting entry was inadvertently missed during the fourth quarter of 2007.

 During our financial statement audit for fiscal 2007, our auditors discovered this error because the amount was still included in our inventory report and in the inventory general ledger balance, which caused
inventory to be overstated by $120,516 as of June 30, 2007. Accordingly, this amount was written off directly to cost of goods sold and was considered an audit adjustment. We do not consider this to have any impact on our quarterly or annual
financial statements for fiscal year 2007 as it was properly written off as of the second and third quarters and fiscal year end June 30, 2007.

 Note
17 in the 10K was incorrect as far as the period is concerned since it was discovered in the second quarter not the first quarter of 2007. Also, it was incorrect in the fact that the financials for each quarter were stated correctly, including
the fourth quarter. Accordingly, Note 17 to our financial statements was not needed.

 Per SAB 108, we must consider the effects of these adjustments on
prior periods and quantify such effects to determine whether they are material to prior quarters or fiscal years. As noted above, we do not consider this amount to be a misstatement. In addition, these adjustments were not an accumulation of amounts
over more than one reporting period, but rather were adjustments associated with single reporting periods.

 We do not believe that FAS 143 applies to the
above situation or to Question 1 above since the control deficiencies and related accounting adjustments do not relate to legal obligations associated with the retirement of tangible long-lived assets resulting from the acquisition, development or
normal operation of the assets. Rather, they related to current assets for inventory.

 Certifications

 Question 4. We note that the certifications filed as Exhibits 31.1 and 31.2 were not in the proper form. For example, the certifying officer’s title should not
follow their name in the first sentence.

 Page 4 of 5

 Response of LightPath Technologies, Inc.

 to Staff comment letter of May 1, 2008

 Response 4. In future period filings with the Commission, we will remove the certifying officer’s title from the
first sentence of Exhibits 31.1 and 31.2 and otherwise use the proper form of certification.

 Page 5 of 5

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 6010
May 1, 2008

  Mr. 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, 2007
  Filed October 1, 2007
  File No. 0-27548

Dear Ms. Cipolla:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this 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.

Dorothy M. Cipolla
Lightpath Technologies, Inc.
May 1, 2008 Page 2   Form 10-K for the fiscal year ended June 30, 2007

Management’s Annual Report on Internal C ontrol over Financial Reporting, page 35

1. We note that you identified material wea knesses in your internal controls that
resulted in “material adjustments” to  your inventory and accrued liability
accounts. Please describe to us in greater de tail the nature of these “out of period”
adjustments and indicate th e periods effected.  Your response should quantify the
adjustment and clearly indicate the impact  the adjustment had on the financial
statements in the period in which the adjustment was made and the impact it
would have had if made in the proper period.  Please refe r to SAB 108 and SFAS
154 in your response.
 Notes to Consolidated Financial Statements, page F-8

 Note 2 Summary of Significant Accounting Policies, page F-8

 Revenue, page F-9

2. We note that you use the word generally  when describing your revenue
accounting policy.  Please tell us and revise in future filings to include clear
descriptions of your accounting policies which set forth the accounting you follow for each type of transaction you undertake, including those transactions you may not encounter frequently.

Note 17. Fourth Quarter Adjustment, page F-21

3. Please tell us more about the fourth quart er 2007 adjustment that you recorded to
write-off obsolete inventory. We note that th e adjustment relates to a charge in
fiscal 2006 that was incorrectly recorded back into inventory during the quarter
ended September 30, 2006. Clearly indicate the impact the adjustment had on the
financial statements in the period in which the adjustment was made and the
impact it would have had on the financial st atements if made in the proper period.
Please refer to SAB 108 and SFAS 154 in your response.

Certifications

4. We note that the certifications filed as  Exhibits 31.1 and 31.2 were not in the
proper form. For example, the certifying o fficer’s title should not follow the name
in the first sentence.  The required cert ifications must be in the exact form

Dorothy M. Cipolla
Lightpath Technologies, Inc.
May 1, 2008 Page 3
prescribed; the wording of the required cer tifications may not be changed in any
respect, except as otherwise indicated  in Commission statements or staff
interpretations. Please refer to Section III of Management’s Reports on Internal
Control Over Financial Reporting and Cer tification of Disclosure in Exchange
Act Periodic Reports, SEC Release N o. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
. Please revise in future filings as
appropriate.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide 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 letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   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.

Dorothy M. Cipolla
Lightpath Technologies, Inc. May 1, 2008 Page 4
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-3554 if you have questions regarding comm ents on the financial statements and
related matters.  In this regard, do not hesitate to contact Ma rtin James, Senior Assistant
Chief Accountant, at (202) 551-3671.         S i n c e r e l y ,           A n g e l a  J .  C r a n e         Accounting Branch Chief

CORRESP
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filename1.htm

SEC Letter

 2603 Challenger
Tech Court, Suite 100, Orlando, FL 32826

 Phone: 407-382-4003 Fax: 407-382-4007

 February 7, 2005

 Mr. Martin F. James

 Senior Assistant Chief
Accountant

 United States Securities and Exchange Commission

 Division of Corporate Finance – Mail Stop 0306

 Washington, DC 20549

 Via Edgar Filing as correspondence

 Dear Mr. James:

 This letter is our response to the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) of January 25, 2005, regarding the Staff’s review of
the LightPath Technologies, Inc. (the “Company”) Form 10-K for the fiscal year ended June 30, 2004, and our Form 10-Q for the quarterly period ended September 30, 2004 (File No. 000-27548) (which together constitute the
“Filings”).

 In response to your specific request (page 5 of your
letter), in connection with this response, I hereby acknowledge, on behalf of the Company, the following:

•

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 in the Filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the
Filings; 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.

 Should there be any questions that might be facilitated by
contemporaneous dialogue, please feel free to call me at 407-382-4003 x319.

 Sincerely,

 /s/ Kenneth Brizel

 Kenneth Brizel

 President and CEO; Acting CFO

 Response of LightPath Technologies, Inc.

 to Staff comment letter of January 25, 2005

 Note that in the body of this letter, from page 2 forward, the Staff’s points, called “Questions” herein, are included for convenience in review of our responses.

 Form 10-K for the fiscal year ended June 30, 2004

 Item 6. Selected Financial Data – Page 27

 Question 1. Revise future filings to describe, or cross reference to a discussion of
factors such as accounting changes, restructurings and business combinations or dispositions that materially affect the comparability of the information reflected in selected financial data. This comment also applies to the supplementary quarterly
financial data disclosure on page 37. Refer to Items 301 and 302 of Regulation S-K.

 Response 1. In future periodic filings with the Commission, we will make the addition of various factors in footnote form to the two tables noted, in accordance with the above referenced Items of Regulation S-K.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Page 28

 Year ended June 30, 2004 compared to
the year ended June 30, 20003 – Page 32

 Consolidated
Operations

 Question 2. You disclose on page 32 that your revenues
increased as a result of increased demand related to your aspheric lens and isolator products. In future filings please expand the discussion to address the following:

a)
Identify and quantify the factors responsible for financial statement items and explain why those changes occurred.

b)
Disclose the extent to which the increases in revenues are attributable to:

 i. increases in prices;

 ii. to increases in the volume or amount of goods or services being sold; or

 iii. to the introduction of new products or services

c)
Tell investors how the new products discussed on pages 6 and 7 affected current revenues or will affect your future revenues.

 Refer to Item 303(a)(3)(iii) of Regulation S-K.

 Response 2. In our future periodic filings with the Commission, we will endeavor to
present the significant components of our financial statement line items in a quantified measure of either dollars or percentages of the total line item, along with the textual explanation of why these elements of our business revenues and expenses
may have changed. With regard to revenues, we have an analysis of our revenue changes parsed into price changes, volume changes and changes that are the inseparable arithmetical intersect of both factors. We will present elements of that analysis in
our

 Page 2 of 9

Response of LightPath Technologies, Inc.

 to Staff comment
letter of January 25, 2005

 future periodic filings with the Commission. In
that analysis, we view revenues that may have been derived from our new products in a period as a volume increase. As a result of the potential for confusion on the part of the reader with regard to arithmetical set theory, we will also address new
product revenues in any given presented period as an additional disclosure. Of course with regard to future revenues, any statements we make will be forward-looking and subject to such normal major uncertainties as market acceptance and competitive
response.

 Question 3. Additionally, revise future filings to disclose the
effects of offsetting developments or events. We note from page 16 that the average selling prices of your products has decreased and is expected to further decrease in the future, yet we so(see) no discussion in your MD&A.

 Response 3. In the MD&A section of our future periodic filings with the
Commission, we will discuss more fully the effects of past and ongoing pricing pressures that are inherent in our markets. This factor, particularly “severe” during the period of rapid demand reduction in the telecommunications markets we
serve (approximately 2001 to 2003), has had a material affect on our business, particularly over the period of fiscal 2002 and 2003.

 Question 4. Refer to your discussion of other income and expense on page 33. Tell us and revise future filings to clearly discuss the nature of the litigation
settlement gain recorded in 2004. Discuss supplementally your reasons for recording this amount as non-operating.

 Response 4. With regard to the litigation settlement gain recorded in the third quarter of fiscal 2004, we noted the following on pages 10 and 11 of our Quarterly
Report on Form 10-Q for the period ended March 31, 2004 (see footnote 8 therein entitled, “Contingencies”):

 In 2000, a small group of holders of Class E Common Stock commenced an action in a state court in Texas (the “Texas Action”). Plaintiffs in the
Texas Action made various allegations regarding the circumstances surrounding the issuance of the Class E Common Stock and sought damages based upon those allegations. Management believes the allegations underlying the Texas Action are without
merit. During the first quarter of fiscal 2003, the Texas court granted the Company’s motion for Summary Judgment. The plaintiffs sought reconsideration of the ruling, however, on October 24, 2002, the Texas court denied their motion. On
February 14, 2003, the Plaintiffs requested that the Texas Supreme Court review the appellate court’s decision. On June 26, 2003, the Texas Supreme Court dismissed the Plaintiffs’ petition for review for want of jurisdiction. We are unable
to determine at present whether the Plaintiffs intend to further challenge or appeal the Texas Supreme Court’s denial of their petition for review. On July 22, 2002, the Company and a director filed a motion for summary judgment as to all of
the Plaintiff’s claims which was granted on October 10, 2002, and has been made final by the trial court on March 1, 2004. On March 15, 2004, the Plaintiffs filed an amended notice of appeal of final judgment as to the Company and a
co-defendant.

 The Company filed an insurance claim for the
aggregate amount of costs incurred in connection with the Texas Action in excess of applicable deductibles. During fiscal 2002, one of the insurance companies responsible for the claim, which had previously filed for

 Page 3 of 9

Response of LightPath Technologies, Inc.

 to Staff comment
letter of January 25, 2005

 reorganization, was declared
insolvent. In March 2002, the Company commenced an action in a state court in New Mexico for various claims surrounding the now insolvent insurance carrier and the Company’s former insurance broker. We settled this claim in February 2004. The
settlement resulted in a cash payment to the Company of approximately $600,000, net of related attorney’s fees, which were paid.

 The first paragraph discusses ongoing litigation wherein the Company is the defendant relating to its pre-IPO recapitalization in late 1995. Related to that action is a
suit the Company had brought as plaintiff against its directors’ and officers’ liability insurance brokerage company regarding the underwriter’s insolvency and our resultant lack of coverage for the Texas Action. It is that second
action, where we were the plaintiff, which was settled with the insurance brokerage firm in the third quarter of fiscal 2004.

 In future periodic filings with Commission, where this item is disclosed by virtue of the periods presented, we will include an expanded description of this gain on the
settlement of the litigation with the Company’s former insurance broker.

 With regard to classification of this gain, the Company chose to classify it as non-operating. We believe that the measure of Operating Income (Loss) is a key measure of overall management success in conducting the turnaround of the
business, which turnaround began in fiscal 2003. The inclusion of a gain upon the settlement of litigation is a singular event that we are not likely to recur, given the unusual nature of the litigation and related settlement. Therefore, we exclude
it from Operating Income (Loss) so as not to mislead the casual reader of our financials to a conclusion that we are making more progress with regard to that metric than we really are.

 Item 14. Principal Accountant Fees and Services – Page 38

 Question 5. In future filings revise to disclose audit and non-audit fees billed during each of the last two fiscal years. Refer to Item
14 of Form 10-K.

 Response 5. In our Annual Report on Form 10-K for
the year ending June 30, 2005, we will include, via incorporation by reference from our Proxy filing, the tabular presentation for each of the last two fiscal years, in accordance with Item 14 of the instructions to Form 10-K.

 Consolidated Financial Statements

 Statement of Cash Flows – Page F-6

 Question 6. In light of the statement in footnote (b) to Schedule II on page F-22 that you
recorded a net reduction to the allowance for doubtful accounts of $101,583, tell us why you show a provision for uncollectible receivables of $101,583 as a positive adjustment to reconcile net loss to cash used in operating activities on your
statement of cash flows for fiscal 2004. In accordance with SFAS 95, a negative provision would normally be reflected as a negative adjustment to reconcile net loss to net cash used in operating activities. We may have further comment.

 Page 4 of 9

 Response of LightPath Technologies, Inc.

 to Staff comment letter of January 25, 2005

 Response 6. Upon review, based on your comment, we agree with your position that this is an error. The wrong arithmetical sign on the allowance for doubtful accounts change was presented consolidated statement of cash flows; as a
result, the remaining net change in the working capital component (accounts receivable) was similarly misstated (the wrong arithmetical sign was presented). On page F-6, the $101,583 should be in parentheses, and the trade receivables line item in
the changes in operating assets and liabilities should be $(428,065). The figure for “Net cash used in operating activities of $(2,488,070), does not change as a result of this error.

 In our next future periodic filing with the Commission, the errors associated with the use of
the incorrect arithmetical signs will be revised, as appropriate.

 Note 2.
Summary of Significant Accounting Policies – Page F-8

 Revenues
– Page F-9

 Question 7. We note that revenue from product sales is
generally recognized when products are shipped to the customer. Describe to us those situations when revenue from product sales is not recognized at shipment and tell us how you account for product sales in these situations.

 Response 7. The only situation where we recognize revenue without an attendant product
shipment is in the case of “non-recurring engineering” engagements, or “NRE’s.” From time to time our customers will approach us to employ our optical engineering group to design the passive optic elements of their system
for them. Typically, these are smaller companies that do not maintain optical engineering staffs in-house. Once we accept that kind of work, we typically charge a two-part NRE fee. The first half, paid before the work commences, is non-refundable
and represents payment for the design work and drawings. This first half is recognized when the design work is concluded; there is no product shipped to the customer at this point for these revenues; hence our use of the word, “generally,”
in our disclosure. The second part of the NRE involves producing a sampling (usually 5 to 25 units) of the designed part and shipping it to the customer for test and evaluation. The second part of the NRE fee is billed and recognized at that time
and does include product shipment for the revenues.

 When combined with product
development agreements the Company had in the past, the total was material in periods prior to fiscal 2003. In fiscal 2000, for example, and as can be seen in our prior public reporting, non-product revenues were 8% of total revenues, then fell to
4% in fiscal 2001 and 2002, and to 0% in fiscal 2003. Since we have not had any product development agreements since fiscal 2002, we have not broken out the NRE fees as non-product sales, since we did not consider them material.

 Question 8. We also note that you recognize revenues from product development agreements
as milestones are completed. Revise future filings to identify the types

 Page 5 of 9

Response of LightPath Technologies, Inc.

 to Staff comment
letter of January 25, 2005

 of contract milestones, and explain how they
relate to substantive performance and revenue recognition events.

 Response 8. As noted in the response to Question 7 above, the Company was once active in the area of obtaining revenues from material product development agreements (in the last five years, including in fiscal 2000-2002, inclusive).
For the last two fiscal years and currently through December 31, 2004, we have not had any product development agreements with such milestones. The disclosure was left in the Summary of Significant Accounting Policies footnote in the Notes to the
Consolidated Financial Statements in the June 30, 2004 Form 10-K due to the fact that we did once report 4% (or approximately $500,000) of our fiscal 2002 sales as subject to these revenue arrangements. The fiscal 2002 financial statements were
presented in the three-year presentation for the fiscal 2004 reporting. For the reporting in fiscal 2005, should we not have any such product development agreements for any of the three years presented (it is not anticipated), we will likely exclude
the matter from our policy footnote.

 Question 9. We note from page 6 that
you use distributors in certain markets. Supplementally and in future filings describe the significant terms of your agreement with distributors, including payment, return, exchange, credits, price protection, allowances and other significant
matters. Also explain and support why it is appropriate to recognize revenue upon shipment of product to distributors. Address the factors outlined in SFAS 48 and SAB 104 in your response.

 Response 9. We utilize approximately twelve distributors to represent our sales
presence (eight in Europe, two in Asia and two in the United States). These distributors all work under an agreement that offers them no particular return, credit or exchange privileges. Further, there is no agreement to ”price-protect”
them or to offer them any other allowances for any pu

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

January 25, 2005

By U.S. Mail and Facsimile to (407) 382-4007

Mr. Monty K. Allen
Chief Financial Officer
Lightpath Technologies, Inc.
2603 Challenger Center Ct. Suite 100
Orlando, Florida 32826

		RE: 	Lightpath Technologies, Inc.
			Form 10-K for the fiscal year ended June 30, 2004
			Form 10-Q for the quarterly period ended September
30,
2004
			File No. 000-27548

Dear Mr. Allen,

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise future
filings
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 detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
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.

Form 10-K for the fiscal year ended June 30, 2004

Item 6.  Selected Financial Data - Page 27
1. Revise future filings to describe, or cross reference to a
discussion of factors such as accounting changes, restructurings
and
business combinations or dispositions that materially affect the
comparability of the information reflected in selected financial
data.  This comment also applies to the supplementary quarterly
financial data disclosure on page 37.  Refer to Items 301 and 302
of
Regulation S-K.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 28

Year ended June 30, 2004 compared to the year ended June 30, 2003
-
Page 32

Consolidated Operations
2. You disclose on page 32 that your revenues increased as a
result
of increased demand related to your aspheric lens and isolator
products.  In future filings please expand the discussion to
address
the following:
a) Identify and quantify factors responsible for changes in
financial
statement items and explain why those changes occurred.
b) Disclose the extent to which the increases in revenues are
attributable to:
i. increases in prices;
ii. to increases in the volume or amount of goods or services
being
sold; or
iii. to the introduction of new products or services.
c) Tell investors how the new products discussed on pages 6 and 7
affected current revenues or will affect your future revenues.
Refer to Item 303(a)(3)(iii) of Regulation S-K.

3. Additionally, revise future filings to disclose the effects of
offsetting developments or events.   We note from page 16 that
average selling prices of some of your products has decreased and
is
expected to further decrease in the future, yet we so no
discussion
in your MD&A.
4. Refer to your discussion of other income and expense on page
33.
Tell us and revise future filings to clearly discuss the nature of
the litigation settlement gain recorded in 2004.  Discuss
supplementally your reasons for recording this amount as non-
operating.

Item 14. Principal Accountant Fees and Services - Page 38
5. In future filings revise to disclose audit and non-audit fees
billed during each of the last two fiscal years.  Refer to Item 14
of
Form 10-K.

Consolidated Financial Statements

Statement of Cash Flows - Page F-6
6. In light of the statement in footnote (b) to Schedule II on
page
F-22 that you recorded a net reduction to the allowance for
doubtful
accounts of $101,583, tell us why you show a provision for
uncollectible receivables of $101,583 as a positive adjustment to
reconcile net loss to cash used in operating activities on your
statement of cash flows for fiscal 2004.  In accordance with SFAS
95,
a negative provision would normally be reflected as a negative
adjustment to reconcile net loss to net cash used in operating
activities.  We may have further comment.

Note 2. Summary of Significant Accounting Policies - Page F-8

Revenue - Page F - 9
7. We note that revenue from product sales is generally recognized
when products are shipped to the customer.  Describe to us those
situations when revenue from product sales is not recognized at
shipment and tell us how you account for product sales in these
situations.
8. We also note that you recognize revenues from product
development
agreements as milestones are completed.  Revise future filings to
identify the types of contract milestones, and explain how they
relate to substantive performance and revenue recognition events.
9. We note from page 6 that you use distributors in certain
markets.
Supplementally and in future filings describe the significant
terms
of your agreement with distributors, including payment, return,
exchange, credits, price protection, allowances and other
significant
matters.  Also explain and support why it is appropriate to
recognize
revenue upon shipment of product to distributors.  Address the
factors outlined in SFAS 48 and SAB 104 in your response.

General
10. We note from page 4 that you determined that your Optical
Lenses
and Laser Components were no longer reportable segments and you
began
reporting as a single business segment.  Supplementally provide us
with the analysis you performed in concluding that each of these
business lines did not meet the criteria for reportable segments
outlined in paragraph 16 of SFAS 131.
11. As a related matter, we note the discussion throughout your
business section of your four major products as well as geographic
territories you serve.  Please update your future filings to
include
the enterprise wide disclosures regarding products and services
and
geographic areas required by paragraphs 37 and 38 of SFAS 131.

Form 10-Q for the quarterly period ended September 30, 2004

Note 7.  Contingencies - page 11
12. We note the litigation charge of $70,000 reported as a non-
operating expense in the current period.  Discuss supplementally
your
reasons for recording this amount as non-operating other expense.

*	*	*	*

	Please respond to these comments and provide any requested
supplemental information within 10 business days or tell us when
you
will provide us with a response.  Detailed cover letters greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating 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 in the filings reviewed by the staff 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.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 824-
5266
or me at (202) 942-1984.

      							Sincerely,

      Martin F. James
							Senior Assistant Chief
Accountant

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Mr. Monty K. Allen
Lightpath Technologies, Inc.
January 25, 2005
Page 5 of 5

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