UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 12 or 15(d) of The Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): September 19, 2001


                                APA OPTICS, INC.
             (Exact name of registrant as specified in its charter)

               MINNESOTA                0-16106             41-1347235
     (State or other jurisdiction     (Commission         (IRS Employer
           of incorporation)          File Number)     Identification No.)

                        2950 NE 84TH LANE
                         BLAINE, MINNESOTA                       55449
             (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code:  (763) 784-4995




Item  5.  Other  Events.

On  September  19,  2001,  the  Board  of  Directors  of  APA  Optics, Inc. (the
"Company"),  authorized the repurchase of up to the greater of 500,000 shares or
$2,000,000  of  the  Company's  Common Stock.  The repurchase may be made in the
open  market or in negotiated transactions until September 30, 2002.  The shares
may  be  used  for  issuance  upon  exercise of stock options and warrants.  The
timing  and  amount  of  repurchase  will  depend  upon  market  conditions.

Item  7.  Financial  Statements  and  Exhibits.

          (c)     Exhibits

                  99     Press  Release  dated  September  19,  2001


                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


Date:  September  19,  2001

                              APA  OPTICS,  INC.
                                   (Registrant)


                              By:  /s/ Anil  K.  Jain
                                  --------------------------
                                  Anil  K.  Jain
                                  Chief  Executive  Officer




                                  EXHIBIT INDEX


                                                Page No. in Sequentially
  Exhibit            Description of Exhibit          Numbered Copy
  -------            ----------------------     ------------------------

                     Press Release dated
    99               September 19, 2001