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)  November 9, 2004
                                                  ----------------

                             ADVANCED PHOTONIX, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                      1-11056                   33-0325826
-------------------------------       ---------             -------------------
(State or other jurisdiction          (Commission           (IRS Identification
of incorporation)                     File Number)               Number)

         1240 Avenida Acaso, Camarillo, California              93012
      --------------------------------------------------------------------
        Address of principal executive offices)               (Zip Code)


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



     -----------------------------------------------------------------------
         (Former name or former address, if changed since last report)

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:

[  ] 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.

     As  previously  reported,  the  Company  held its 2004  Annual  Meeting  of
Shareholders on August 27, 2004, at which the shareholders  adopted an amendment
to the 2000 Stock Option Plan of Advanced  Photonix,  Inc. A description  of the
material  terms of the plan  was  included  in the  Company's  definitive  proxy
statement  relating to the annual meeting filed with the Securities and Exchange
Commission  on July 30, 2004.  The Stock Option Plan is filed as Exhibit 99.1 to
this report.

Item 9.01 Financial Statements, Pro-Forma Financial Information and Exhibits

     (c) Exhibit.

     99.1 Stock Option Plan of Advanced Photonix, Inc.


<PAGE>



                                   SIGNATURES

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


                                      ADVANCED PHOTONIX, INC.


                                      By:  /s/ Susan A. Schmidt
                                           -----------------------------------
                                           Susan A. Schmidt
                                           Chief Financial Officer and Secretary

Dated:   November 9, 2004
[{"type": "8-K", "sequence": "1", "filename": "optamend.txt", "description": "AMENDMENT OF 2000 STOCK OPTION PLAN", "secsgml_size_bytes": 3438}]
{"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": "041127485"}, "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)  November 9, 2004
                                                  ----------------

                             ADVANCED PHOTONIX, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                      1-11056                   33-0325826
-------------------------------       ---------             -------------------
(State or other jurisdiction          (Commission           (IRS Identification
of incorporation)                     File Number)               Number)

         1240 Avenida Acaso, Camarillo, California              93012
      --------------------------------------------------------------------
        Address of principal executive offices)               (Zip Code)

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

     -----------------------------------------------------------------------
         (Former name or former address, if changed since last report)

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:

[  ] 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.

     As  previously  reported,  the  Company  held its 2004  Annual  Meeting  of
Shareholders on August 27, 2004, at which the shareholders  adopted an amendment
to the 2000 Stock Option Plan of Advanced  Photonix,  Inc. A description  of the
material  terms of the plan  was  included  in the  Company's  definitive  proxy
statement  relating to the annual meeting filed with the Securities and Exchange
Commission  on July 30, 2004.  The Stock Option Plan is filed as Exhibit 99.1 to
this report.

Item 9.01 Financial Statements, Pro-Forma Financial Information and Exhibits

     (c) Exhibit.

     99.1 Stock Option Plan of Advanced Photonix, Inc.
SIGNATURES

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

                                      ADVANCED PHOTONIX, INC.

                                      By:  /s/ Susan A. Schmidt
                                           -----------------------------------
                                           Susan A. Schmidt
                                           Chief Financial Officer and Secretary

Dated:   November 9, 2004