[Letterhead of Squire, Sanders & Dempsey L.L.P.]

July 18, 2002

VIA EDGAR TRANSMITTAL
Geoffrey Edwards
Division of Corporate Finance
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549

RE:  LIGHTPATH TECHNOLOGIES, INC.
     REGISTRATION STATEMENT ON FORM S-2, AS AMENDED, FILE NO. 333-73832
     REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-75528

Dear Mr. Edwards:

     We  are  counsel  to  LightPath  Technologies,  Inc.  (the  "Company").  As
described   in  the   Company's   registration   statements   referenced   above
(collectively,  the "Registration  Statements") and in prior correspondence with
the staff,  the  Registration  Statements were filed to register the issuance of
options to acquire shares of the Company's Class A Common Stock, the exercise of
such options,  and the resale of the underlying  shares of Class A Common Stock,
all in connection  with the settlement of a class action  lawsuit  involving the
Company and the former  holders of its Class E-1, Class E-2 and Class E-3 common
shares. As part of the settlement agreement,  participating shareholders were to
be offered,  in exchange for their  settlement of the class action lawsuit,  the
choice of either a cash  payment or the option to acquire  Class A Common  Stock
described above. On Friday,  June 21, 2002, the Company  received  approval from
the Delaware  Chancery Court to modify the terms of the settlement  agreement to
include  only  the  cash  alternative.   With  the  elimination  of  the  option
alternative,  the registration  under the Securities Act of 1933 of the issuance
of the  options,  the  exercise  of such  options  and the resale of the Class A
Common Stock underlying such options has become unnecessary.

     Therefore,  on behalf of the Company, we respectfully request withdrawal of
the above-referenced Registration Statements. Please be advised that the Company
has not  printed or  circulated  preliminary  prospectuses,  nor has it made any
offers or sales of securities under the Registration Statements or in connection
with the offerings contemplated thereby.

     If the Staff has further  questions  regarding any of the matters discussed
above, or if the Staff wishes to discuss any of the foregoing matters in further
detail, please contact the undersigned at your convenience at (602) 528-4093.

                                        Very truly yours,


                                        /s/ Joseph M. Crabb
                                        ----------------------------------------
                                        Joseph M. Crabb

cc:  Donna Bogue, LightPath Technologies, Inc.