Exhibit 1 to Form 8-K



March 11, 2002



Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated March 11, 2002 of APA Optics, Inc. and are
in  agreement  with the statements contained in the second paragraph therein. We
have  no  basis  to  agree  or  disagree with other statements of the registrant
contained  therein.

                                          /s/ Ernst & Young LLP