SECURITIES AND EXCHANGE COMMISSION

                                    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): October 12, 2004


                             ADVANCED PHOTONIX, INC.
             (Exact Name of Registrant as specified in its Charter)



                Delaware              1-11056          33-0325826
      (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:

[ ] 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 240.14.a-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

     Pursuant to Exchange Act Release  Numbers  33-8400 and  34-49424,  Advanced
Photonix,  Inc. ("the Company") is furnishing the  information  required by Item
1.01 of Form 8-K, "Entry Into a Material Definitive Agreement".

     On October 12, 2004, the Registrant issued a press release  announcing that
it had entered into a definitive  agreement  for the private  placement to three
institutional  investors of $5 million aggregate  principal amount of its senior
convertible  notes.  The notes are convertible at the option of the holder under
certain  circumstances  into shares of the Company's  common stock at an initial
conversion price of $1.9393 per share, subject to adjustment. The notes will pay
interest quarterly in arrears at an annual rate of Prime plus 1% and will mature
on September 30, 2007. The notes are secured by a lien  subordinated to any lien
securing the Company's  existing bank line of credit. In addition,  $2.5 million
of the purchase price for the notes is required to be held in a cash  collateral
account subject to release upon satisfaction of certain conditions  specified in
the purchase agreement.

     In connection with the transaction, the Company will issue to the investors
five-year  warrants to purchase  850,822 shares of the Company's common stock at
an exercise  price of $2.1156 per share,  subject to  adjustment.  The investors
will have the option  for a period of one year  following  effectiveness  of the
registration  statement to acquire an additional $5 million aggregate  principal
amount of the notes with an initial  conversion  price of $2.1156  per share and
five-year warrants to purchase an additional 850,822 shares of common stock.

     The Company has agreed to register the shares of common stock issuable upon
conversion  of the notes and upon  exercise of the warrants for resale under the
Securities Act of 1933.  The notes,  the warrants and the shares of common stock
issuable upon conversion of the notes and upon exercise of the warrants have not
been  registered  under the Securities Act of 1933 or any state  securities laws
and unless so registered  may not be offered or sold in the United States except
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements  of the Securities  Act of 1933 and applicable  state
securities laws.

     A copy of the press release and related  documents are included herewith as
exhibits to this filing.





Exhibit Index
----------------------------------------------

Exhibit 10.13       Securities Purchase Agreement dated October 11, 2004 between
                    Advanced Photonix, Inc. and Smithfield Fiduciary LLC,
                    Iroquois Capital LP, Bluegrass Growth Fund, LP and
                    Bluegrass Growth Fund, Ltd. (the "Buyers").

Exhibit 10.13.1     Registration Rights Agreement dated October 11, 2004 between
                    Advanced Photonix, Inc. and the Buyers.

Exhibit 10.13.2     Form of Senior Subordinated Convertible Note.

Exhibit 10.13.3     Form of Warrant.

Exhibit 10.13.4     Form of Additional Investment Right.

Exhibit 99.1        Press Release of Advanced Photonix, Inc. dated
                    October 12, 2004 announcing the private placement of senior
                    convertible notes.






<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
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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": "041074023"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION

                                    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): October 12, 2004

                             ADVANCED PHOTONIX, INC.
             (Exact Name of Registrant as specified in its Charter)

                Delaware              1-11056          33-0325826
      (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:

[ ] 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 240.14.a-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

     Pursuant to Exchange Act Release  Numbers  33-8400 and  34-49424,  Advanced
Photonix,  Inc. ("the Company") is furnishing the  information  required by Item
1.01 of Form 8-K, "Entry Into a Material Definitive Agreement".

     On October 12, 2004, the Registrant issued a press release  announcing that
it had entered into a definitive  agreement  for the private  placement to three
institutional  investors of $5 million aggregate  principal amount of its senior
convertible  notes.  The notes are convertible at the option of the holder under
certain  circumstances  into shares of the Company's  common stock at an initial
conversion price of $1.9393 per share, subject to adjustment. The notes will pay
interest quarterly in arrears at an annual rate of Prime plus 1% and will mature
on September 30, 2007. The notes are secured by a lien  subordinated to any lien
securing the Company's  existing bank line of credit. In addition,  $2.5 million
of the purchase price for the notes is required to be held in a cash  collateral
account subject to release upon satisfaction of certain conditions  specified in
the purchase agreement.

     In connection with the transaction, the Company will issue to the investors
five-year  warrants to purchase  850,822 shares of the Company's common stock at
an exercise  price of $2.1156 per share,  subject to  adjustment.  The investors
will have the option  for a period of one year  following  effectiveness  of the
registration  statement to acquire an additional $5 million aggregate  principal
amount of the notes with an initial  conversion  price of $2.1156  per share and
five-year warrants to purchase an additional 850,822 shares of common stock.

     The Company has agreed to register the shares of common stock issuable upon
conversion  of the notes and upon  exercise of the warrants for resale under the
Securities Act of 1933.  The notes,  the warrants and the shares of common stock
issuable upon conversion of the notes and upon exercise of the warrants have not
been  registered  under the Securities Act of 1933 or any state  securities laws
and unless so registered  may not be offered or sold in the United States except
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements  of the Securities  Act of 1933 and applicable  state
securities laws.

     A copy of the press release and related  documents are included herewith as
exhibits to this filing.

Exhibit Index
----------------------------------------------

Exhibit 10.13       Securities Purchase Agreement dated October 11, 2004 between
                    Advanced Photonix, Inc. and Smithfield Fiduciary LLC,
                    Iroquois Capital LP, Bluegrass Growth Fund, LP and
                    Bluegrass Growth Fund, Ltd. (the "Buyers").

Exhibit 10.13.1     Registration Rights Agreement dated October 11, 2004 between
                    Advanced Photonix, Inc. and the Buyers.

Exhibit 10.13.2     Form of Senior Subordinated Convertible Note.

Exhibit 10.13.3     Form of Warrant.

Exhibit 10.13.4     Form of Additional Investment Right.

Exhibit 99.1        Press Release of Advanced Photonix, Inc. dated
                    October 12, 2004 announcing the private placement of senior
                    convertible notes.
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