LIGHTPATH TECHNOLOGIES INC
SC 13G/A, 2000-01-05
SEMICONDUCTORS & RELATED DEVICES
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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934

                             (Final Amendment)





                        LIGHTPATH TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
                              (Name of Issuer)



                    Class A Common Stock, $.01 par value
- -------------------------------------------------------------------------------
                       (Title of Class of Securities)



                                 532257102
- -------------------------------------------------------------------------------
                               (CUSIP Number)

                              October 11, 1999
- -------------------------------------------------------------------------------
          (Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

      [ ] Rule 13d-1(b)
      [x] Rule 13d-1(c)
      [ ] Rule 13d-1(d)



CUSIP No.       532257102             13G


1.    Name of Reporting Person

            Donald G. Drapkin

      I.R.S. Identification No. of Above Person (entities only)



2.    Check the Appropriate Box if a Member of a Group (a) [ ]
                                                       (b) [x]

3.    SEC Use Only



4.    Citizenship or Place of Organization

            USA

Number of Shares  5.   Sole Voting Power

 Beneficially                 0

Owned by Each     6.   Shared Voting Power

Reporting Person              N/A

     With         7.   Sole Dispositive Power

                              0

                  8.   Shared Dispositive Power

                              N/A

9.    Aggregate Amount Beneficially Owned by Each Reporting Person

                              0

10.   Check if the Aggregate Amount in Row 9 Excludes Certain Shares [   ]


11.   Percent of Class Represented by Amount in Row 9

            0%

12.   Type of Reporting Person

            IN



ITEM 1      (a)   NAME OF ISSUER

                  LIGHTPATH TECHNOLOGIES, INC.


            (b)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                  6820 Academy Parkway East, N.E.
                  Albuquerque, NM  87109

ITEM 2      (a)   NAME OF PERSON FILING

                  Donald G. Drapkin

            (b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
                  RESIDENCE

                  35 E. 62nd St.
                  New York, NY 10021


            (c)   CITIZENSHIP

                  USA

            (d)   TITLE OF CLASS OF SECURITIES

                  Class A Common Stock, $.01 par value

            (e)   CUSIP NUMBER

                  532257102



ITEM 3      If This Statement is Filed Pursuant to Rule 13d-1(b), or
            13d-2(b) or (c), Check Whether the Person Filing is a:

      (a)   [ ] Broker or dealer registered under section 15 of the Act

      (b)   [ ] Bank as defined in section 3(a)(6) of the Act

      (c)   [ ] Insurance company as defined in section 3(a)(19) of the Act

      (d)   [ ] Investment company registered under section 8 of the
            Investment Company Act of 1940

      (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

      (f)   [ ] An employee benefit plan or endowment fund in accordance
            with Rule 13d-1(b)(1)(ii)(F)

      (g)   [ ] A parent holding company or control person in accordance
            with Rule 13d-1(b)(1)(ii)(G)

      (h)   [ ] A savings association as defined in section 3(b) of the
            Federal Deposit Insurance Act

      (i)   [ ] A church plan that is excluded from the definition of an
            investment company under section 3(c)(14) of the Investment
            Company Act of 1940

      (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

      If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

ITEM 4      OWNERSHIP

      (a)   Amount beneficially owned:

            0

      (b) Percent of class:

            0%

      (c) Number of shares as to which the person has:

            (i)   Sole power to vote or to direct the vote:         0

            (ii)  Shared power to vote or to direct the vote:       N/A

            (iii) Sole power to dispose or to direct the disposition of:  0

            (iv)  Shared power to dispose or to direct the disposition of: N/A

ITEM 5      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

      If this statement is being filed to report the fact that as of the
      date hereof the reporting person has ceased to be the beneficial
      owner of more than five percent of the class of securities, check the
      following [x]

ITEM 6      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
            PERSON

            N/A

ITEM 7      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
            ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
            HOLDING COMPANY

            N/A

ITEM 8      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

            N/A

ITEM 9      NOTICE OF DISSOLUTION OF GROUP

            N/A

ITEM 10     CERTIFICATION

            By signing below I certify that, to the best of my knowledge
            and belief, the securities referred to above were not acquired
            are not being held for the purpose of or with the effect of
            changing or influencing the control of the issuer of the
            securities and were not acquired and are not held in connection
            with or as a participant in any transaction having that purpose
            or effect.


                                 SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.

                                                January 5, 2000
                                          -------------------------------------
                                                      (Date)

                                          /s/ Donald G. Drapkin
                                          -------------------------------------
                                                      (Signature)


                                               Donald G. Drapkin
                                          -------------------------------------
                                                  (Name/Title)






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