Registration No. 333-___________

                                    FORM S-8
                             Registration Statement
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the laws of Delaware

                   IRS Employer Identification No. 33-0325826

                               1240 Avenida Acaso
                           Camarillo, California 93012
                                 (805) 987-0146

                             Advanced Photonix, Inc.
             Non-Qualified Stock Option issued to Bernhardt Denmark

                   Patrick J. Holmes, Executive Vice President
                             Advanced Photonix, Inc.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                                 (805) 987-0146

                                   Copies to:
                              Landey Strongin, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York 10017
                                 (212) 759-3300

                         CALCULATION OF REGISTRATION FEE

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                            Proposed Maximum        Proposed
                                    Proposed Amount of     Offering Price Per       Aggregate         Amount of
  Title of each Class of          Securities to be             Share(1)          Maximum Offering   Registration Fee
Securities to be Registered           Registered                                  Price(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                <C>                <C>

Non-Qualified Stock Option             400,000 Shs.              $2.25              $900,000           $237.60
issued to Bernhardt Denmark
Class A Common Stock, $.001 par
value
<FN>

-----------------------------
(1) Estimated  pursuant to Rule 457(h)(1) solely for purposes of calculating the
registration  fee. As all shares are subject to an outstanding  but  unexercised
option, the price is computed on the basis of the exercise price of such option.
</FN>
</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The  following   documents  filed  by  Advanced  Photonix,   Inc.  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities  Exchange  Act  of  1934  are  incorporated  into  this  Registration
Statement by reference:

     1.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 28, 1999.

     2.   The  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters ended June 29, 1999 and September 26, 1999.

     3.   The description of the Company's Class A Common Stock contained in the
          Company's  Registration  Statement on Form 8-A dated January 16, 1991,
          filed under the Exchange Act,  including any amendment or report filed
          for the purpose of updating such description.

     4.   All  documents  filed by the  Registrant  pursuant  to Section  13(a),
          13(c),  14 and 25(d) of the Securities  Exchange Act of 1934 after the
          date of this  Registration  Statement  and  prior to the  filing  of a
          post-effective   amendment  to  this   Registration   Statement  which
          indicates that all  securities  offered hereby have been sold or which
          deregisters all securities then remaining  unsold,  shall be deemed to
          be incorporated by reference in this Registration  Statement and to be
          a part hereof from the date of filing such  documents.  Any  statement
          contained  in a document  incorporated  by  reference  herein shall be
          deemed to be modified or superseded for purposes  hereof to the extent
          that a statement  (which also is  incorporated  by  reference  herein)
          modifies or supersedes  such  statement.  Any statement so modified or
          superseded  shall not be deemed to  constitute a part hereof except as
          so modified or superseded.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Expert and Counsel

         Not applicable.

                                      II-1

<PAGE>


Item 6.  Indemnification of Directors and Officers

         The  Company's  Certificate  of  Incorporation   contains  a  provision
permitted by Delaware law that generally  eliminates  the personal  liability of
directors for monetary  damages for breaches of their fiduciary duty,  including
breaches  involving  negligence or gross  negligence  in business  combinations,
unless the  director  has  breached  his duty of loyalty,  failed to act in good
faith,  engaged in intentional  misconduct or a knowing violation of law, paid a
dividend or approved a stock  repurchase  in violation  of the Delaware  General
Corporation Law or obtained an improper  personal  benefit.  This provision does
not alter a director's  liability under the federal  securities  laws. Also this
provision does not affect the  availability  of equitable  remedies,  such as an
injunction or rescission, for breach of fiduciary duty.

         The Company's By-Laws also provide that directors and officers shall be
indemnified  against  liabilities  arising  from their  service as  directors or
officers to the fullest extent  permitted by law, which generally  requires that
the individual  act in good faith and in a manner he or she reasonably  believes
to be in or not opposed to the Company's best interests.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement.

    3.1   Certificate  of  Incorporation   of  the  Registrant,   as  amended  -
          incorporated   by  reference  to  Exhibit  3.1  to  the   Registrant's
          Registration  Statement  on Form S-1,  filed with the  Securities  and
          Exchange Commission on November 23, 1990.

    3.1.1 Amendment to Certificate of  Incorporation  of the  Registrant,  dated
          October 29, 1992 - incorporated by reference to the Registrant's March
          31, 1996 Annual Report on Form 10-K.

    3.1.2 Amendment to Certificate  of  Incorporation  of the  Registrant  dated
          September 9, 1992 -  incorporated  by  reference  to the  Registrant's
          March 31, 1996 Annual Report on Form 10-K.

    3.2   By-Laws of the  Registrant,  as amended - incorporated by reference to
          the Registrant's March 31, 1996 Annual Report on Form 10-K,

    5.1   Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.

                                      II-2

<PAGE>


     10.1 Non-Qualified  Stock  Option  granted by  Advanced  Photonix,  Inc. to
          Bernhardt Denmark on May 16, 1995.

     23.1 Consent of Arthur Andersen LLP, independent accountants.

     23.2 Consent of Dornbush Mensch Mandelstam & Schaeffer,  LLP - incorporated
          by reference herein to Exhibit 5.1.

     24.  Powers of Attorney - (included in Part II to Registration Statement).

Item 9.  Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement,  shall be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be an initial bona fide offering thereof.

                                      II-3
<PAGE>


         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    PART III

                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the  requirements  of the Securities Act of 1933,  Advanced
Photonix, Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Camarillo,  State of California, on January 21,
2000.

                                           ADVANCED PHOTONIX, INC.



                                           By: /s/Brock Koren
                                           Brock Koren
                                           President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Brock Koren and Patrick J. Holmes,  and
each of them, his true and lawful place and stead, in any and all capacities, to
sign any and all  amendments  to this  Registration  Statement,  and to file the
same, with all exhibits  thereto,  and other  documents in connection  herewith,
with  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and  about the  premises  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      II-4
<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act  of  1933  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature             Title                                              Dated



/s/Brock Koren        President and Chief Executive Officer
--------------
Brock Koren                                                     January 21, 2000




/s/ Hayden Leason     Chairman of the Board
-----------------
Hayden Leason                                                   January 21, 2000




/s/ M. Scott Fatese   Director
-------------------
M. Scott Farese                                                 January 21, 2000




/s/ P. J. Holmes      Executive Vice President & Chief Financial
----------------      Officer (Principal Financial and Accounting
Patrick J. Holmes     Officer)                                  January 21, 2000


                                      II-5
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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": "S-8", "act": "33", "file-number": "333-95301", "film-number": "512180"}, "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"}}
Registration No. 333-___________

                                    FORM S-8
                             Registration Statement
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the laws of Delaware

                   IRS Employer Identification No. 33-0325826

                               1240 Avenida Acaso
                           Camarillo, California 93012
                                 (805) 987-0146

                             Advanced Photonix, Inc.
             Non-Qualified Stock Option issued to Bernhardt Denmark

                   Patrick J. Holmes, Executive Vice President
                             Advanced Photonix, Inc.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                                 (805) 987-0146

                                   Copies to:
                              Landey Strongin, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York 10017
                                 (212) 759-3300

                         CALCULATION OF REGISTRATION FEE

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Proposed Maximum        Proposed
                                    Proposed Amount of     Offering Price Per       Aggregate         Amount of
  Title of each Class of          Securities to be             Share(1)          Maximum Offering   Registration Fee
Securities to be Registered           Registered                                  Price(1)
--------------------------------------------------------------------------------------------------------------------
Non-Qualified Stock Option             400,000 Shs.              $2.25              $900,000           $237.60
issued to Bernhardt Denmark
Class A Common Stock, $.001 par
value
-----------------------------
(1) Estimated  pursuant to Rule 457(h)(1) solely for purposes of calculating the
registration  fee. As all shares are subject to an outstanding  but  unexercised
option, the price is computed on the basis of the exercise price of such option.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The  following   documents  filed  by  Advanced  Photonix,   Inc.  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities  Exchange  Act  of  1934  are  incorporated  into  this  Registration
Statement by reference:

     1.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 28, 1999.

     2.   The  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters ended June 29, 1999 and September 26, 1999.

     3.   The description of the Company's Class A Common Stock contained in the
          Company's  Registration  Statement on Form 8-A dated January 16, 1991,
          filed under the Exchange Act,  including any amendment or report filed
          for the purpose of updating such description.

     4.   All  documents  filed by the  Registrant  pursuant  to Section  13(a),
          13(c),  14 and 25(d) of the Securities  Exchange Act of 1934 after the
          date of this  Registration  Statement  and  prior to the  filing  of a
          post-effective   amendment  to  this   Registration   Statement  which
          indicates that all  securities  offered hereby have been sold or which
          deregisters all securities then remaining  unsold,  shall be deemed to
          be incorporated by reference in this Registration  Statement and to be
          a part hereof from the date of filing such  documents.  Any  statement
          contained  in a document  incorporated  by  reference  herein shall be
          deemed to be modified or superseded for purposes  hereof to the extent
          that a statement  (which also is  incorporated  by  reference  herein)
          modifies or supersedes  such  statement.  Any statement so modified or
          superseded  shall not be deemed to  constitute a part hereof except as
          so modified or superseded.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Expert and Counsel

         Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers

         The  Company's  Certificate  of  Incorporation   contains  a  provision
permitted by Delaware law that generally  eliminates  the personal  liability of
directors for monetary  damages for breaches of their fiduciary duty,  including
breaches  involving  negligence or gross  negligence  in business  combinations,
unless the  director  has  breached  his duty of loyalty,  failed to act in good
faith,  engaged in intentional  misconduct or a knowing violation of law, paid a
dividend or approved a stock  repurchase  in violation  of the Delaware  General
Corporation Law or obtained an improper  personal  benefit.  This provision does
not alter a director's  liability under the federal  securities  laws. Also this
provision does not affect the  availability  of equitable  remedies,  such as an
injunction or rescission, for breach of fiduciary duty.

         The Company's By-Laws also provide that directors and officers shall be
indemnified  against  liabilities  arising  from their  service as  directors or
officers to the fullest extent  permitted by law, which generally  requires that
the individual  act in good faith and in a manner he or she reasonably  believes
to be in or not opposed to the Company's best interests.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement.

    3.1   Certificate  of  Incorporation   of  the  Registrant,   as  amended  -
          incorporated   by  reference  to  Exhibit  3.1  to  the   Registrant's
          Registration  Statement  on Form S-1,  filed with the  Securities  and
          Exchange Commission on November 23, 1990.

    3.1.1 Amendment to Certificate of  Incorporation  of the  Registrant,  dated
          October 29, 1992 - incorporated by reference to the Registrant's March
          31, 1996 Annual Report on Form 10-K.

    3.1.2 Amendment to Certificate  of  Incorporation  of the  Registrant  dated
          September 9, 1992 -  incorporated  by  reference  to the  Registrant's
          March 31, 1996 Annual Report on Form 10-K.

    3.2   By-Laws of the  Registrant,  as amended - incorporated by reference to
          the Registrant's March 31, 1996 Annual Report on Form 10-K,

    5.1   Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.

                                      II-2
10.1 Non-Qualified  Stock  Option  granted by  Advanced  Photonix,  Inc. to
          Bernhardt Denmark on May 16, 1995.

     23.1 Consent of Arthur Andersen LLP, independent accountants.

     23.2 Consent of Dornbush Mensch Mandelstam & Schaeffer,  LLP - incorporated
          by reference herein to Exhibit 5.1.

     24.  Powers of Attorney - (included in Part II to Registration Statement).

Item 9.  Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement,  shall be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be an initial bona fide offering thereof.

                                      II-3
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    PART III

                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the  requirements  of the Securities Act of 1933,  Advanced
Photonix, Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Camarillo,  State of California, on January 21,
2000.

                                           ADVANCED PHOTONIX, INC.

                                           By: /s/Brock Koren
                                           Brock Koren
                                           President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Brock Koren and Patrick J. Holmes,  and
each of them, his true and lawful place and stead, in any and all capacities, to
sign any and all  amendments  to this  Registration  Statement,  and to file the
same, with all exhibits  thereto,  and other  documents in connection  herewith,
with  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and  about the  premises  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      II-4
Pursuant  to the  requirements  of the  Securities  Act  of  1933  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature             Title                                              Dated

/s/Brock Koren        President and Chief Executive Officer
--------------
Brock Koren                                                     January 21, 2000

/s/ Hayden Leason     Chairman of the Board
-----------------
Hayden Leason                                                   January 21, 2000

/s/ M. Scott Fatese   Director
-------------------
M. Scott Farese                                                 January 21, 2000

/s/ P. J. Holmes      Executive Vice President & Chief Financial
----------------      Officer (Principal Financial and Accounting
Patrick J. Holmes     Officer)                                  January 21, 2000

                                      II-5