2603 Challenger Tech Court, Suite 100, Orlando, FL
32826
Phone: 407-382-4003 Fax: 407-382-4007
VIA EDGAR
March
6, 2018
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-6010
ATTENTION:
Amanda Ravitz, Assistant Director
Re:
LIGHTPATH
TECHNOLOGIES, INC.
Registration
Statement on Form S-3
Filed
February 14, 2018
File
No. 333-223028
Ladies
and Gentlemen:
LightPath
Technologies, Inc. (the “Company”), pursuant to Rule
461 of the rules and regulations promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), hereby
requests that the above-referenced Registration Statement of the
Company be declared effective under the Securities Act, at 5:00
P.M., Eastern Time, on Thursday, March 8, 2018, or as soon
thereafter as practicable. We are aware of our filing obligations
under the Securities Act and intend to fully comply therewith. We
acknowledge and understand that the Company and management are
responsible for the accuracy and adequacy of the disclosures made
in our filings.
Please
contact Jeffrey Decker of Baker & Hostetler LLP at (407)
649-4017 or Alissa Lugo of Baker & Hostetler LLP at (407)
649-4015 as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding
this matter.
Respectfully
requested,
LIGHTPATH
TECHNOLOGIES, INC.
/s/ Dorothy
Cipolla
Dorothy
Cipolla
Chief
Financial Officer
cc:
Jeffrey E. Decker,
Esq., Baker & Hostetler LLP
Alissa
K. Lugo, Esq., Baker & Hostetler LLP