<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                                                                    Exhibit 23.2


                         CONSENT OF INDEPENDENT AUDITORS

We  consent  to  the incorporation by reference in the Registration Statement on
Form  S-8  of APA Optics, Inc. of our report dated May 11, 2001, with respect to
the  financial  statements  of APA Optics, Inc. included in its Annual Report on
Form  10-K  for  the  year  ended  March 31, 2001, filed with the Securities and
Exchange  Commission.


                                   ERNST & YOUNG LLP

Minneapolis, Minnesota
November 29, 2001


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</TEXT>
</DOCUMENT>