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                          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