Registration No. 333- _____________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                   _________________________________________


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

        Delaware                                         33-0325826
(State of other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

                               1240 Avenida Acaso
                           Camarillo, California 93012
                    (Address of principal executive offices)
                   _________________________________________

                            ADVANCED PHOTONIX, INC.
                             2000 STOCK OPTION PLAN
                    _________________________________________
                            (Full title of the plan)

                                Richard D. Kurtz
                             Chief Executive Officer
                             Advanced Photonix, Inc.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                    (Name and address for agent for service)

                                 (805) 987-0146
           Telephone Number, including area code, of agent for service

                                   copies to:
                              Landey Strongin, Esq.
                  Dornbush Schaeffer Strongin & Weinstein, LLP
                                747 Third Avenue
                            New York, New York 10017

<PAGE>
<TABLE>
<CAPTION>

                         Calculation of Registration Fee
 =========================================================================================================================
                                                                                  Proposed
 Title of                           Amount to              Proposed               Maximum
 Securities                             be                 Maximum               Aggregate               Amount of
 to be                              Registered            Price Per               Offering             Registration
 registered                            (1)               Share(2)(3)            Price(2)(3)                 Fee
 -------------------------------------------------------------------------------------------------------------------------
 Class A Common Stock, $.001
<S>                              <C>                        <C>                  <C>                      <C>
 par value                       1,000,000 shares           $2.055               $2,055,000               $241.87
 =========================================================================================================================
</TABLE>



(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Pursuant to Rule  457(h)(1)  under the  Securities Act of 1933, the proposed
maximum price per share, the proposed maximum  aggregate  offering price and the
amount of registration fee have been computed on the basis of the average of the
high and low prices of the Common Stock  reported on the New York Stock Exchange
on April 29, 2005.

(3) Estimated solely for the purpose of calculating the registration fee.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are incorporated herein by reference:

          (a) The Annual Report on Form 10-KSB of Advanced  Photonix,  Inc. (the
     "Company")  for the fiscal  year ended  March 28,  2004 filed  pursuant  to
     Section 13(a) of the Securities Exchange Act of 1934.

          (b) All other reports of the Company  filed  pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
     year ended March 28, 2004.

          (c) The description of the Company's Class A Common Stock contained in
     the  Registration  Statement  on Form 8-A  filed  with the  Securities  and
     Exchange Commission on January 16, 1991.


                                      II-1
<PAGE>

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective  amendment indicating that all securities offered
hereby have been sold or deregistering all such securities then unsold, shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from the date of filing of such documents.



Item 4. Description of Securities.

          Not Applicable.



Item 5. Interests of Named Experts and Counsel.

          None.



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.





                                      II-2
<PAGE>




Item 8. Exhibits.

Exhibit No.     Exhibit
___________     _______
4.1             Relevant portion of the Company's Certificate of Incorporation,
                as amended, defining the rights of holders of the  Company's
                Common Stock. (Incorporated  herein by reference to Exhibit 3.1
                to the  Company's  Registration Statement on Form S-1, filed on
                November 23, 1990.)

5.1             Opinion of Dornbush  Schaeffer Strongin & Weinstein, LLP as to
                the legality of the securities issued under the  2000 Plan, as
                amended.

23.1            Consent of Farber & Hass, LLP, independent registered public
                accounting firm.

23.2            Consent of Dornbush Schaeffer Strongin & Weinstein, LLP, counsel
                to the Company - contained in Exhibit 5.1.

99.1            The 2000 Stock Option Plan, as amended by Stockholders on
                August 27, 2004. (Incorporated herein by reference to Annex A
                to the Company's Proxy Statement relating to its 2004 Annual
                Meeting of Stockholders.)



Item 9. Undertakings.

          (a) The undersigned Company 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  Company hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the Company'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 the  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 Company pursuant to the foregoing provisions, or
     otherwise,  the  Company  has  been  advised  that  in the  opinion  of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     payment by the Company of expenses paid or incurred by a director,  officer
     or  controlling  person of the  Company  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
     Company  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.
















                                      II-4


<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 and State of California, on the 5th day of
May, 2005.


                                                 ADVANCED PHOTONIX, INC.

                                            By: /s/Richard D. Kurtz
                                                --------------------------------
                                                Richard D. Kurtz
                                                Chairman, Chief Executive
                                                Officer and Director



                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Richard D. Kurtz and Paul D. Ludwig,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration  statement and all documents  relating thereto,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 each might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

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



                                      II-5
<PAGE>





      SIGNATURE                 TITLE                           DATE
      ---------                 -----                           ----

PRINCIPAL EXECUTIVE OFFICER:

/s/Richard D. Kurtz             Chairman, Chief                 May 5, 2005
-------------------------       Executive Officer
Richard D. Kurtz                and Director



PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/Richard D. Kurtz             Chairman, Chief                 May 5, 2005
-------------------------       Executive Officer
Richard D. Kurtz                and Director


DIRECTORS:

/s/Paul D. Ludwig               President and Director          May 5, 2005
-------------------------
Paul D. Ludwig


/s/M. Scott Farese              Director                        May 5, 2005
-------------------------
M. Scott Farese


/s/Ward Harper                  Director                        May 5, 2005
-------------------------
Ward Harper


/s/Stephen P. Soltwedel         Director                        May 5, 2005
-------------------------
Stephen P. Soltwedel
[{"type": "S-8", "sequence": "1", "filename": "s8amdsop.txt", "description": "S-8 AMENDED 2000 SOP", "secsgml_size_bytes": 14482}]
{"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": "333-124708", "film-number": "05808984"}, "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- _____________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                   _________________________________________

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

        Delaware                                         33-0325826
(State of other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

                               1240 Avenida Acaso
                           Camarillo, California 93012
                    (Address of principal executive offices)
                   _________________________________________

                            ADVANCED PHOTONIX, INC.
                             2000 STOCK OPTION PLAN
                    _________________________________________
                            (Full title of the plan)

                                Richard D. Kurtz
                             Chief Executive Officer
                             Advanced Photonix, Inc.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                    (Name and address for agent for service)

                                 (805) 987-0146
           Telephone Number, including area code, of agent for service

                                   copies to:
                              Landey Strongin, Esq.
                  Dornbush Schaeffer Strongin & Weinstein, LLP
                                747 Third Avenue
                            New York, New York 10017
Calculation of Registration Fee
 =========================================================================================================================
                                                                                  Proposed
 Title of                           Amount to              Proposed               Maximum
 Securities                             be                 Maximum               Aggregate               Amount of
 to be                              Registered            Price Per               Offering             Registration
 registered                            (1)               Share(2)(3)            Price(2)(3)                 Fee
 -------------------------------------------------------------------------------------------------------------------------
 Class A Common Stock, $.001
par value                       1,000,000 shares           $2.055               $2,055,000               $241.87
 =========================================================================================================================
(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Pursuant to Rule  457(h)(1)  under the  Securities Act of 1933, the proposed
maximum price per share, the proposed maximum  aggregate  offering price and the
amount of registration fee have been computed on the basis of the average of the
high and low prices of the Common Stock  reported on the New York Stock Exchange
on April 29, 2005.

(3) Estimated solely for the purpose of calculating the registration fee.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are incorporated herein by reference:

          (a) The Annual Report on Form 10-KSB of Advanced  Photonix,  Inc. (the
     "Company")  for the fiscal  year ended  March 28,  2004 filed  pursuant  to
     Section 13(a) of the Securities Exchange Act of 1934.

          (b) All other reports of the Company  filed  pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
     year ended March 28, 2004.

          (c) The description of the Company's Class A Common Stock contained in
     the  Registration  Statement  on Form 8-A  filed  with the  Securities  and
     Exchange Commission on January 16, 1991.

                                      II-1
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective  amendment indicating that all securities offered
hereby have been sold or deregistering all such securities then unsold, shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          None.

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.

                                      II-2
Item 8. Exhibits.

Exhibit No.     Exhibit
___________     _______
4.1             Relevant portion of the Company's Certificate of Incorporation,
                as amended, defining the rights of holders of the  Company's
                Common Stock. (Incorporated  herein by reference to Exhibit 3.1
                to the  Company's  Registration Statement on Form S-1, filed on
                November 23, 1990.)

5.1             Opinion of Dornbush  Schaeffer Strongin & Weinstein, LLP as to
                the legality of the securities issued under the  2000 Plan, as
                amended.

23.1            Consent of Farber & Hass, LLP, independent registered public
                accounting firm.

23.2            Consent of Dornbush Schaeffer Strongin & Weinstein, LLP, counsel
                to the Company - contained in Exhibit 5.1.

99.1            The 2000 Stock Option Plan, as amended by Stockholders on
                August 27, 2004. (Incorporated herein by reference to Annex A
                to the Company's Proxy Statement relating to its 2004 Annual
                Meeting of Stockholders.)

Item 9. Undertakings.

          (a) The undersigned Company 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  Company hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the Company'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 the  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 Company pursuant to the foregoing provisions, or
     otherwise,  the  Company  has  been  advised  that  in the  opinion  of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     payment by the Company of expenses paid or incurred by a director,  officer
     or  controlling  person of the  Company  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
     Company  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.

                                      II-4
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 and State of California, on the 5th day of
May, 2005.

                                                 ADVANCED PHOTONIX, INC.

                                            By: /s/Richard D. Kurtz
                                                --------------------------------
                                                Richard D. Kurtz
                                                Chairman, Chief Executive
                                                Officer and Director

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Richard D. Kurtz and Paul D. Ludwig,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration  statement and all documents  relating thereto,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 each might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

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

                                      II-5
SIGNATURE                 TITLE                           DATE
      ---------                 -----                           ----

PRINCIPAL EXECUTIVE OFFICER:

/s/Richard D. Kurtz             Chairman, Chief                 May 5, 2005
-------------------------       Executive Officer
Richard D. Kurtz                and Director

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/Richard D. Kurtz             Chairman, Chief                 May 5, 2005
-------------------------       Executive Officer
Richard D. Kurtz                and Director

DIRECTORS:

/s/Paul D. Ludwig               President and Director          May 5, 2005
-------------------------
Paul D. Ludwig

/s/M. Scott Farese              Director                        May 5, 2005
-------------------------
M. Scott Farese

/s/Ward Harper                  Director                        May 5, 2005
-------------------------
Ward Harper

/s/Stephen P. Soltwedel         Director                        May 5, 2005
-------------------------
Stephen P. Soltwedel