LIGHTPATH TECHNOLOGIES INC — Director's Dealing 2006

Nov 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIGHTPATH TECHNOLOGIES INC (LPTH)
CIK: 0000889971
Period of Report: 2006-10-27

Reporting Person: Wu Zhouling (Corporate Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-27	Non-qualified stock option	$4.80	A	20000	Acquired	2016-10-27	Class A Common (20000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock option	$2.41	2016-10-27	Class A Common (15000)	40000	Direct
non qualified stock unit	$0	2008-08-02	Class A Common (5000)	40000	Direct

Footnotes

F1: These shares are restricted stock that vest over a two year period they are issued pursuant to the Omnibus Incentive Plan.

F2: These shares are stock options that vest over a four year period.