Sec Form 4 Filing - BURROWS ROBERT @ LIGHTPATH TECHNOLOGIES INC - 2006-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BURROWS ROBERT 2. Issuer Name and Ticker or Trading Symbol LIGHTPATH TECHNOLOGIES INC [ LPTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Officer (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2006 (Street) 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common 1,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-qualified stock option $ 2.8 08/05/2008 08/05/2015 Class A common 3,214 3,214 D Restricted stock unit $ 0 ( 1 ) 03/28/2006( 2 ) 03/28/2015 Class A Common 7,500 7,500 D Restricted stock unit $ 0 ( 1 ) 03/28/2007( 2 ) 03/28/2015 Class A Common 7,500 7,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURROWS ROBERT Former Officer Signatures Robert Burrows 02/09/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert at a 1-to-1 ratio to Class A Common ( 2 )The reporting person shall be eligible to electively receive at this date, subject to continued employment, one share of Class A Common for each restricted stock unit.

Remarks: This form is being filed to report that upon his resignation as an officer, effective February 8, 2006, Mr. Burrows was no longer subject to Section 16 although Form 4 or Form 5 obligations may continue. Mr. Burrows has not engaged in any transactions since the date of his last report.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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