Exhibit 23.2


               Consent of Ernst & Young LLP, Independent Auditors



We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement  (Form  S-3) of  LightPath  Technologies,  Inc.  for the
registration  of  1,758,490  shares  of its  Class  A  common  stock  and to the
incorporation  by reference  therein of our report  dated  August 2, 1996,  with
respect to the statements of operations, stockholders' equity (deficiency in net
assets), and cash flows of LightPath Technologies,  Inc. for the year ended June
30, 1996, included in the Annual Report (Form 10KSB) for the year ended June 30,
1997, filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP

                                                               Ernst & Young LLP

Tucson, Arizona
March 12, 1998