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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):         February 4, 2005
                                                  -----------------------------

                             Advanced Photonix, Inc
-------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)


          Delaware                    1-11056                   33-0325836
-------------------------------------------------------------------------------

(State or other jurisdiction       (Commission               (IRS Employer
      of incorporation)            File Number)            Identification No.)


   1240  Avenida Acaso, Camarillo, California                          93012
-------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                          (ZIP Code)


Registrant's telephone number, including area code:         (805) 987-0146
                                                    ---------------------------



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>





Item 1.01.        Entry into a Material Definitive Agreement.

Advanced Photonix,  Inc. ("API") and Continental Stock Transfer & Trust Company,
as Rights Agent,  executed an Amended & Restated Rights  Agreement,  dated as of
February 4, 2005 (the "Amended Rights Agreement"), which amends and restates the
Rights Agreement , dated as of September 10, 2002 (the "Rights  Agreement").  On
February 4, 2005,  the Board of  Directors  of API  approved an amendment to the
Rights  Agreement  providing  for an exception to the  definition  of "Acquiring
Person"  (as defined in the Rights  Agreement).  The  Amended  Rights  Agreement
provides that an "Exempt  Person" (as defined in the Amended  Rights  Agreement)
would not be deemed to be an "Acquiring  Person." An "Exempt  Person" is defined
in  the  Amended  Rights  Agreement  to  mean  any  person,  together  with  all
"Affiliates" and "Associates" of such person, who or which would be an Acquiring
Person solely by reason of being the "Beneficial  Owner of Common  Shares",  the
"Beneficial  Ownership"  of which was  acquired by such  person  pursuant to any
action  or  transactions  or  series of  transactions  approved  by the Board of
Directors before such person becomes an Acquiring Person.

The description of the Amended Rights  Agreement is qualified in its entirety by
reference  to the copy of the  Amended  Rights  Agreement  filed as Exhibit  4.1
hereof, which is incorporated by reference herein. Capitalized terms used herein
but not  defined  herein  shall  have the  meanings  given to such  terms in the
Amended Rights Agreement.

(c) Exhibits:

      The following exhibit is filed herewith.

      4.1    Amended and Restated Rights Agreement, dated as of February 4,
             2005, by and between Advanced Photonix, Inc. and Continental Stock
             Transfer & Trust Company, as Rights Agent.






<PAGE>





                                   SIGNATURES

  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 thereunto duly authorized.

                                         ADVANCED PHOTONIX, INC.



                                     By: /s/ Richard Kurtz
                                         -----------------------------------
                                         Richard Kurtz, Chief Executive Officer

Dated: February 9, 2005
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{"company-data": {"conformed-name": "ADVANCED PHOTONIX INC", "cik": "0000869986", "assigned-sic": "3674", "irs-number": "330325826", "state-of-incorporation": "DE", "fiscal-year-end": "0328"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11056", "film-number": "05587897"}, "business-address": {"street1": "1240 AVENIDA ACASCO", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8059870146"}, "mail-address": {"street1": "1240 AVENIDA ACASO", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         February 4, 2005
                                                  -----------------------------

                             Advanced Photonix, Inc
-------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

          Delaware                    1-11056                   33-0325836
-------------------------------------------------------------------------------

(State or other jurisdiction       (Commission               (IRS Employer
      of incorporation)            File Number)            Identification No.)

   1240  Avenida Acaso, Camarillo, California                          93012
-------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                          (ZIP Code)

Registrant's telephone number, including area code:         (805) 987-0146
                                                    ---------------------------

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.        Entry into a Material Definitive Agreement.

Advanced Photonix,  Inc. ("API") and Continental Stock Transfer & Trust Company,
as Rights Agent,  executed an Amended & Restated Rights  Agreement,  dated as of
February 4, 2005 (the "Amended Rights Agreement"), which amends and restates the
Rights Agreement , dated as of September 10, 2002 (the "Rights  Agreement").  On
February 4, 2005,  the Board of  Directors  of API  approved an amendment to the
Rights  Agreement  providing  for an exception to the  definition  of "Acquiring
Person"  (as defined in the Rights  Agreement).  The  Amended  Rights  Agreement
provides that an "Exempt  Person" (as defined in the Amended  Rights  Agreement)
would not be deemed to be an "Acquiring  Person." An "Exempt  Person" is defined
in  the  Amended  Rights  Agreement  to  mean  any  person,  together  with  all
"Affiliates" and "Associates" of such person, who or which would be an Acquiring
Person solely by reason of being the "Beneficial  Owner of Common  Shares",  the
"Beneficial  Ownership"  of which was  acquired by such  person  pursuant to any
action  or  transactions  or  series of  transactions  approved  by the Board of
Directors before such person becomes an Acquiring Person.

The description of the Amended Rights  Agreement is qualified in its entirety by
reference  to the copy of the  Amended  Rights  Agreement  filed as Exhibit  4.1
hereof, which is incorporated by reference herein. Capitalized terms used herein
but not  defined  herein  shall  have the  meanings  given to such  terms in the
Amended Rights Agreement.

(c) Exhibits:

      The following exhibit is filed herewith.

      4.1    Amended and Restated Rights Agreement, dated as of February 4,
             2005, by and between Advanced Photonix, Inc. and Continental Stock
             Transfer & Trust Company, as Rights Agent.
SIGNATURES

  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 thereunto duly authorized.

                                         ADVANCED PHOTONIX, INC.

                                     By: /s/ Richard Kurtz
                                         -----------------------------------
                                         Richard Kurtz, Chief Executive Officer

Dated: February 9, 2005