As filed with the Securities and Exchange Commission on November 9, 2004.
                              
                             Registration No. 333-
                                      
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________
                                                               

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
            
                             ADVANCED PHOTONIX, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                 33-0325826
           (State or other                          (I.R.S. employer
           jurisdiction of                        identification number)
            incorporation)

                             ADVANCED PHOTONIX, INC.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                                 (805) 987-0146
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                    Richard D. Kurtz, Chief Executive Officer
                             Advanced Photonix, Inc.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                                 (805) 987-0146
            (Name, address, including zip code, and 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
                                 (212) 759-3300

     Approximate date of commencement of proposed sale to the public:  From time
to time after this Registration Statement becomes effective.







     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective    registration    statement    for   the   same    offering.    [   ]
____________________.

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [  ] _____________________.

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [  ]



                                        CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                         
                                                         Proposed          Proposed Maximum
Title of each Class                                      Maximum           Aggregate Offering    Amount of
of Securities to be            Amount to                 Offering Price    Price                 Registration
Registered                     be Registered             Per Share         (2)                   Fee
------------------------------ ------------------------- ----------------- --------------------- -------------------

                                                                                         
Class A Common Stock, par
value $.001                    6,424,139 shares (1)      $1.685 (1)        $10,824,674           $1,371.49
per share (1)(2)

------------------------------ ------------------------- ----------------- --------------------- -------------------

Class A Common Stock, par
value $.001 per share,
issuable upon exercise of      2,212,137 shares (1)      $2.1156 (3)        $4,679,997 (3)         $592.96
warrants (1)(2)
                               
------------------------------ ------------------------- ----------------- --------------------- -------------------


(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended,  based on the
average of the high and low sale prices of our Class A common  stock on November
5, 2004 as  reported on the  American  Stock  Exchange.  The number of shares of
Class A common stock  registered  hereunder is based upon the maximum  number of
shares of Class A common stock of the Registrant issuable upon conversion of the
notes and the exercise of the warrants and the additional investment rights.

(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended,  such shares
shall include an indeterminate number of shares of Class A common stock that may
become issuable as a result of anti-dilution  adjustments in accordance with the
terms of the convertible notes, warrants and additional investment rights issued
to the selling stockholders.

(3)  Calculated  pursuant  to Rule  457(g)  of the  Securities  Act of 1933,  as
amended, based on the warrant exercise price of $2.1156 per share.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.







P R O S P E C T U S


                             ADVANCED PHOTONIX, INC.

                    8,636,276 Shares of Class A Common Stock


     This  prospectus  relates to up to  8,636,276  shares of our Class A common
stock for resale by the selling  stockholders  identified in this  prospectus or
their transferees from time to time. Of the Class A common stock offered hereby,
(i)  2,578,250  shares of Class A common stock are issuable  upon  conversion of
$5.0 million aggregate principal amount of our convertible notes, (ii) 2,363,396
shares of Class A common  stock are  issuable  upon  conversion  of $5.0 million
aggregate principal amount of additional convertible notes reserved for issuance
upon the exercise of outstanding  additional  investment  rights,  (iii) 850,822
shares of Class A common stock are issuable upon exercise of warrants  issued in
connection with the sale of the initial $5.0 million aggregate  principal amount
of our  convertible  notes,  and (iv) 850,822 shares of Class A common stock are
issuable  upon  exercise of warrants  which may be  purchased  upon  exercise of
outstanding  additional investment rights. We are not offering or selling any of
our Class A common stock pursuant to this prospectus. We will not receive any of
the proceeds  from the sale of the shares by the selling  stockholders.  We will
not be paying any underwriting discounts or commissions in this offering.

The selling  stockholders  identified  in this  prospectus,  or their  pledgees,
donees,  permitted  transferees or other  successors-in-interest,  may offer the
shares from time to time through  public or private  transactions  at prevailing
market  prices,  at prices  related to prevailing  market prices or at privately
negotiated prices.

     We do not know  when or in what  amount a  selling  stockholder  may  offer
shares for sale, including whether a selling stockholder will sell any or all of
the shares offered by this prospectus.

     Our Class A common stock is traded on the American Stock Exchange under the
symbol "API." On November 5, 2004, the last sale price of a share of our Class A
common stock as reported on the American Stock Exchange was $1.69.

     These  securities  involve  a high  degree  of  risk.  See  "Risk  Factors"
beginning on page 3.
                                                                 
Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
                                                                               

                 The date of this prospectus is _________________, 2004



                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

Cautionary Statement Regarding Forward Looking Statements..............  ii
The Company............................................................   1
Risk Factors...........................................................   3
Use of Proceeds........................................................   9
Selling Stockholders...................................................   9
Plan of Distribution...................................................  11
Legal Matters..........................................................  14
Experts................................................................  14
Where You Can Find More Information....................................  14
Indemnification........................................................  15





                              About This Prospectus

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission, or the SEC, utilizing a "shelf" registration
process or continuous offering process.  Under this shelf registration  process,
the selling  stockholders may, from time to time, sell the securities  described
in this prospectus in one or more offerings. This prospectus provides you with a
general  description  of the  securities  that  may be  offered  by the  selling
stockholders.  Each time a selling  stockholder  sells  securities,  the selling
stockholder  is  required to provide  you with this  prospectus  and, in certain
cases, a prospectus supplement containing specific information about the selling
stockholder  and the terms of the  securities  being  offered.  That  prospectus
supplement may include  additional risk factors or other special  considerations
applicable to those securities.  Any prospectus supplement may also add, update,
or change information in this prospectus.  If there is any inconsistency between
the  information in this  prospectus and any prospectus  supplement,  you should
rely on the information in that prospectus supplement. You should read both this
prospectus and any prospectus  supplement  together with additional  information
described under "Where You Can Find More Information."

     As used in this prospectus,  the terms "we," "our," and "us" may, depending
on the context,  refer to Advanced  Photonix,  Inc.,  including its consolidated
subsidiaries.






                                        i



           Cautionary Statements Regarding Forward Looking Statements

     We believe it is important to communicate  our  expectations  to investors.
However,  there  may be  events in the  future  that we are not able to  predict
accurately  or that we do not fully  control that could cause actual  results to
differ  materially  from those  expressed or implied.  This  prospectus  and the
documents  incorporated  by reference  in this  prospectus  may contain  forward
looking  statements  made pursuant to the safe harbor  provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
factors,  risks and  uncertainties  that may cause  actual  results,  events and
performances  to differ  materially  from those referred to in such  statements.
These risks include  statements that address  operating  performance,  events or
developments  that we expect or  anticipate  will occur in the  future,  such as
projections  about our future results of operations or our financial  condition,
research,   development  and   commercialization   of  our  product  candidates,
anticipated  trends in our business,  manufacture  of sufficient  and acceptable
quantities of our proposed  products,  our  strategies to grow the company,  and
other risks that could cause actual  results to differ  materially.  The forward
looking statements are based on information  available to us on the date hereof,
and we assume no obligation to update any such forward looking statements.
















                                       ii



                                   The Company

     This  summary  contains  basic  information  about us and the resale by the
selling  stockholders of our Class A common stock. Because it is only a summary,
it does not  contain  all of the  information  that you should  consider  before
purchasing  our Class A common  stock.  You should read this entire  prospectus,
including the  information  set forth under "Risk  Factors" and the  information
incorporated by reference in this prospectus.

Our Business
------------
     We are engaged in the development and manufacture of custom  optoelectronic
solutions,  serving a variety of global Original  Equipment  Manufacturer  (OEM)
markets. While we specialize in silicon-based custom photodiode assemblies,  our
product  families range from custom light  detection  assemblies,  including our
patented  Avalanche  Photodiode  technology,   to  light  emitting  diode  (LED)
assemblies. We support the customer from the initial concept and design phase of
the  product,   through  to  full-scale   production   and  test.  We  have  two
manufacturing and wafer fabricating facilities,  one in Camarillo, CA and one in
Dodgeville, WI.

     We design  and  manufacture  silicon-based  optoelectronic  components  and
assemblies  for a global OEM  customer  base.  The core  technology  used in the
majority of our products is silicon-based  photodiodes.  Photodiodes sense light
of varying  wavelengths  and  intensity  and convert that light into  electrical
signals.  We  manufacture  photodiodes  of  varying  complexity,  from basic PIN
(positive-intrinsic-negative)  photodiodes to the more  sophisticated  avalanche
photodiode (APD). APD is a specialized  silicon  photodiode capable of detecting
very low light levels due to an internal gain  phenomenon  known as avalanching.
All devices are designed by our experienced engineering staff, and fabricated in
two  state-of-the-art  clean rooms. Our basic products and technologies  include
the following:

o    PIN photodetectors - spectrally  enhanced,  both single and multi-element 

o    Silicon High Resistivity  p-type Detectors 

o    Photodetector hybrids, which include signal amplification  circuitry within
     the detector package 

o    Custom LED assemblies and LED displays 

o    FILTRODE(R) - patented  technology  integrating optical filters directly on
     photodiode  chips  

o    APDs  -  discrete,  with  and  without  thermoelectric  coolers,  and  with
     integrated modules

     These products serve  customers in a variety of global  markets,  typically
North America,  Asia, Europe and Australia.  The target markets served by us are
Military  &  Aerospace,   Industrial  &  Commercial,   Medical,  Automotive  and
Communications.

     We were incorporated  under the laws of the State of Delaware in June 1988.
Our principal  executive  offices are located at 1240 Avenida Acaso,  Camarillo,
California 93012, and our telephone number is (805) 987-0146.


                                       1



The  Private  Placement  
---------------------  
     On  October  12,  2004,  we  completed  a private  placement  and issued an
aggregate of $5.0 million principal amount of convertible notes. The convertible
notes will mature on September  30, 2007,  bear  interest at a rate of the Prime
Rate plus 1.0% and are  convertible  into shares of our Class A common  stock at
the  investors'  option at an initial  conversion  price of  $1.9393  per share,
subject to adjustment. The convertible notes are secured by a lien on all of our
assets.  The lien is subordinated to the lien securing our existing bank line of
credit.  The convertible notes are guaranteed by all of our  subsidiaries.  $2.5
million of the purchase price for the  convertible  notes is required to be held
in a cash  collateral  account  subject to release upon  satisfaction of certain
conditions including, among others:

o    $1,250,000  will be released if we enter into a definitive  agreement for a
     permitted acquisition prior to January 31, 2005; and

o    the  balance  held in the cash  collateral  account  will be released if we
     consummate the permitted acquisition prior to March 31, 2005.

     We granted the purchasers of the  convertible  notes a right to purchase up
to an  aggregate  of 850,822  additional  shares of our Class A common  stock at
$2.1156 per share issuable upon the exercise of warrants,  which right commences
on March 12, 2005 and expires on March 12, 2010. We also granted the investors a
right to  purchase  up to an  aggregate  of $5.0  million  principal  amount  of
additional  convertible  notes with an initial  conversion  price of $2.1156 per
share and  warrants to  purchase  850,822  shares of Class A common  stock at an
exercise  price of $2.1156  upon the  exercise  of these  additional  investment
rights which expire one year  following the effective  date of the  registration
statement of which this  prospectus is a part. We agreed with the  purchasers of
these securities to register these securities for public resale. This prospectus
has been prepared,  and the registration statement of which this prospectus is a
part has been filed with the SEC,  in order to satisfy  our  obligations  to the
purchasers of these securities.

     Accordingly, this prospectus covers:

o    the  resale  by the  selling  stockholders  of shares of our Class A common
     stock issued upon conversion of the selling stockholders' convertible notes

o    the  resale  by the  selling  stockholders  of shares of our Class A common
     stock  issuable  upon  exercise of the warrants and the  conversion  of the
     additional  convertible  notes  issuable  upon  exercise of the  additional
     investment rights issued in the private placement.

     Investing in our securities  involves risks. You should carefully  consider
the information under "Risk Factors"  beginning on page 3 of this prospectus and
the other  information  included or incorporated by reference in this prospectus
before  investing in our  securities.  Our Class A common stock is listed on the
American  Stock Exchange and trades under the symbol "API." On November 5, 2004,
the last reported  sale price of our Class A common stock on the American  Stock
Exchange was $1.69 per share.


                                       2



                                  Risk Factors

     Investing  in our Class A common  stock  involves a high degree of risk and
uncertainty. You should carefully consider the risks and uncertainties described
below before  investing in our Class A common stock.  Our  business,  prospects,
financial condition and results of operations could be adversely affected due to
any of the following  risks. In that case, the value of our Class A common stock
could decline, and you could lose all or part of your investment.

Risks Relating to Our Business
------------------------------

We are  dependent  upon  several  suppliers  for a  significant  portion  of raw
materials used in the manufacturing of our products.

     The principal raw materials we use in the manufacture of our  semiconductor
components and sensor assemblies are silicon wafers, chemicals and gases used in
processing  wafers,  gold  wire,  lead  frames,  and a variety of  packages  and
substrates,  including metal, printed circuit board, flex circuits,  ceramic and
plastic  packages.  All of these raw  materials  can be  obtained  from  several
suppliers.   From  time  to  time,  particularly  during  periods  of  increased
industry-wide  demand,  silicon  wafers and other  materials  have been in short
supply. Any significant  interruption in the supply of these raw materials could
have a material adverse effect on us.


Customer acceptance of our products is dependent on our ability to meet changing
requirements.

     Customer  acceptance  of our  products is  significantly  dependent  on our
ability to offer products that meet the changing  requirements of our customers,
including  the  military,   medical   institutions,   industrial   laboratories,
government  agencies and industrial  corporations.  Any decrease in the level of
customer acceptance of our products could have a material adverse effect on us.


We are subject to market risk through our sales to overseas markets.

     A growing  amount of our sales are being  derived  from  overseas  markets.
These  international  sales are primarily focused in Europe and the Middle-East.
These  operations are subject to risks that are inherent in operating in foreign
countries, including the following:

o    foreign countries could change regulations or impose currency  restrictions
     and other restraints;

o    changes in foreign currency exchange rates and  hyperinflation or deflation
     in the foreign countries in which we operate;


                                       3



o    exchange controls;

o    in some  countries,  there is a risk that the  government  may  expropriate
     assets;

o    some countries impose burdensome tariffs and quotas;

o    political  changes and economic  crises may lead to changes in the business
     environment in which we operate;

o    international  conflict,  including  terrorist  acts,  could  significantly
     impact our financial condition and results of operations; and

o    economic downturns, political instability and war or civil disturbances may
     disrupt distribution logistics or limit sales in individual markets.

     In  addition,   we  utilize  third-party   "Distributors"  to  act  as  our
representative  for the geographic  region that they have been  assigned.  These
"Distributors"  are responsible for maintaining  customer account management and
in some cases  maintaining an inventory of products for those  customers  within
their  geographic  region.  Our  success is  dependent  on these  "Distributors"
finding new customers and receiving new orders from existing customers.


Our future performance is dependent upon finding new customers and retaining our
existing customers.

     Customers normally purchase our products and incorporate them into products
that they in turn sell in their own  markets on an ongoing  basis.  As a result,
our sales are  dependent  upon the success of our  customers'  products  and our
future  performance  is dependent  upon our success in finding new customers and
receiving new orders from existing customers.

     In  several of our  market  segments,  quality  and/or  reliability  of our
products  is a major  concern  for our  customers,  not only  upon  the  initial
manufacture  of the  product,  but for  the  life  of the  product.  Many of our
products  are  used in  remote  locations,  or  higher  value  assembly,  making
servicing  of our  products  not  feasible.  Any failure of the  quality  and/or
reliability  of our products  could have an adverse affect on us and our ability
to maintain or attract customers.


Customer orders are subject to cancellation or modification at any time.

     Our sales are made  primarily  pursuant  to  standard  purchase  orders for
delivery of products.  However, by industry practice,  orders may be canceled or
modified at any time. When a customer cancels an order, they are responsible for
all finished goods, all costs, direct and indirect, incurred by us, as well as a
reasonable  allowance for anticipated profits. No assurance can be given that we
will receive these amounts after cancellation. The current backlog contains only
those  orders for which we have  received a  confirmed  purchase  order and also
includes  contracts  which have  scheduled  shipping  dates  beyond the upcoming
fiscal year. As such, the current backlog  represents only a portion of expected
annual revenues for fiscal year 2005. At October 31, 2004, we had  approximately
$9.0 million in backlog.


                                       4


The markets for many of our products are characterized by changing technology.

     The  markets  for  many  of our  products  are  characterized  by  changing
technology,  new product  introductions and product  enhancements,  and evolving
industry  standards.  The introduction or enhancement of products  embodying new
technology  or the  emergence of new industry  standards  could render  existing
products  obsolete or result in short  product  life  cycles.  Accordingly,  our
ability to compete is in part  dependent  on our  ability to  continually  offer
enhanced and improved products.


We are dependent on key in-house manufacturing equipment or processes to deliver
a custom  product  (solution)  with the  highest  performance  and short time to
market.

     We depend on key in-house  manufacturing  equipment and assembly processes.
We  believe  that  these key  manufacturing  and  assembly  process  give us the
flexibility  and  responsiveness  to meet our  customer  delivery  schedule  and
performance  specification  with a custom product.  This value proposition is an
important  component  of  our  offering  to  our  customers.  A  loss  of  these
capabilities  could have an adverse  effect on our existing  operations  and new
business growth.


Changes in the spending  priorities  of the federal  government  can  materially
adversely affect our business.

     In fiscal 2004,  approximately  37.0 % of our sales was related to products
purchased by military  contractors.  Our business depends upon continued federal
government expenditures on defense,  intelligence,  aerospace and other programs
that we support.  In fiscal 2004,  our sales to military  contractors  enjoyed a
strong steady growth rate. In addition,  foreign  military sales are affected by
U.S.  Government  regulations,  regulations by the purchasing foreign government
and political  uncertainties  in the U.S. and abroad.  There can be no assurance
that the U.S. defense and military budget will continue to grow or that sales of
defense related items to foreign governments will continue at present levels. In
addition,  the terms of defense  contracts  with the U.S.  Government  generally
permit the Government to terminate such contracts, with or without cause, at any
time. Any unexpected  termination of a significant U.S. Government contract with
a military contractor that we sell our products to could have a material adverse
effect on us.


Our industry is highly competitive and fragmented.

     We compete  with a range of  companies  for the custom  optoelectronic  and
silicon  photodetector  requirements  of  customers  in our target  markets.  We
believe that our principal  competitors for sales of custom devices are small to
medium size companies.  Because we specialize in custom devices requiring a high
degree  of  engineering   expertise  to  meet  the   requirements   of  specific
applications,  we generally do not compete to any significant  degree with other
large United States,  European or Pacific Rim manufacturers of standard "off the
shelf" optoelectronic components or silicon photodetectors. We cannot assure you
that we will be able to compete successfully in our markets against these or any
future competitors.


                                       5


Our industry is sensitive to changing economic conditions.

         We believe that many factors affect our industry, including consumer
confidence in the economy, interest rates, fuel prices and credit availability.
The overall economic climate or Gross National Product growth has a direct
impact on our customers and the demand for our products. We cannot assure you
that our business will not be adversely affected as a result of an industry or
general economic downturn.


We are subject to environmental regulations.

     The photonics industry,  as well as the semiconductor  industry in general,
is subject to governmental  regulations  for the protection of the  environment,
including  those  relating to air and water quality,  solid and hazardous  waste
handling,  and the promotion of occupational safety.  Various federal, state and
local  laws and  regulations  require  that we  maintain  certain  environmental
permits.  We believe that we have obtained all necessary  environmental  permits
required to conduct our manufacturing  processes.  Changes in the aforementioned
laws and regulations or the enactment of new laws, regulations or policies could
require  increases in operating costs and additional  capital  expenditures  and
could possibly entail delays or interruptions of operations.


If we are unable to protect our  intellectual  property rights  adequately,  the
value of our products could be diminished.

     We utilize proprietary design rules and processing steps in the development
and fabrication of our PIN photodiodes and avalanche  photodiodes.  In addition,
we own 11 patents  utilized in our products.  There can be no assurance that any
issued patents will provide us with significant competitive advantages,  or that
challenges will not be instituted  against the validity or enforceability of any
patent  owned  by us,  or,  if  instituted,  that  such  challenges  will not be
successful.  The cost of  litigation  to uphold the  validity and to prevent the
infringement of a patent could be substantial and could have a material  adverse
effect on our operating results. Furthermore, there can be no assurance that our
APD technology will not infringe on patents or rights owned by others,  licenses
to which  might  not be  available  to us.  Based on  limited  patent  searches,
contacts with others knowledgeable in the field of APD technology,  and a review
of the published  materials,  we believe that our  competitors  hold no patents,
licenses or other  rights to the APD  technology  which  would  preclude us from
pursuing our intended operations. 

     In some cases,  we may rely on trade  secrets to protect  our  innovations.
There can be no assurance that trade secrets will be  established,  that secrecy
obligations  will be  honored  or that  others  will not  independently  develop
similar or superior technology. To the extent that consultants, key employees or
other third parties apply technological  information  independently developed by
them or by others to our projects,  disputes  might arise as to the  proprietary
rights to such information which may not be resolved in our favor.


                                       6


We face strong competition for skilled workers.

     Our  success  depends  in large part on its  ability to attract  and retain
highly qualified  scientific,  technical,  management,  and marketing personnel.
Competition  for such personnel is intense and there can be no assurance that we
will be able to attract and retain the personnel  necessary for the  development
and operation of our business.


We may not be able to successfully  integrate future  acquisitions,  which could
result in our not  achieving  the  expected  benefits  of the  acquisition,  the
disruption of our business and an increase in our costs.

     We continually explore opportunities to acquire related businesses, some of
which  could be  material to us. Our ability to continue to grow may depend upon
identifying  and  successfully   acquiring  attractive  companies,   effectively
integrating  these  companies,  achieving cost  efficiencies  and managing these
businesses as part of our company.

     We may not be able to  effectively  integrate  the acquired  companies  and
successfully implement appropriate operational, financial and management systems
and controls to achieve the benefits expected to result from these acquisitions.
Our  efforts to  integrate  these  businesses  could be  affected by a number of
factors beyond our control,  such as regulatory  developments,  general economic
conditions and increased  competition.  In addition,  the process of integrating
these  businesses  could cause the  interruption of, or loss of momentum in, the
activities of our existing business. The diversion of management's attention and
any delays or  difficulties  encountered in connection  with the  integration of
these businesses could negatively impact our business and results of operations.
Further,  the  benefits  that we  anticipate  from  these  acquisitions  may not
develop.



Risks Relating to Our Class A Common Stock
------------------------------------------

Our share price has been volatile in the past and may decline in the future.

     Our  Class A common  stock has  experienced  significant  market  price and
volume fluctuations in the past and may experience  significant market price and
volume  fluctuations in the future in response to factors such as the following,
some of which are beyond our control:

o    quarterly variations in our operating results;

o    operating  results that vary from the  expectations of securities  analysts
     and investors;

o    changes in expectations as to our future financial  performance,  including
     financial estimates by securities analysts and investors;

o    announcements  of  technological  innovations  or new products by us or our
     competitors;


                                       7


o    announcements   by  us  or  our   competitors  of  significant   contracts,
     acquisitions,   strategic   partnerships,   joint   ventures   or   capital
     commitments;

o    changes in the status of our intellectual property rights;

o    announcements by third parties of significant claims or proceedings against
     us; 

o    additions or departures of key personnel;

o    future sales of our ordinary shares; and

o    stock market price and volume fluctuations.

     Stock  markets  often  experience  extreme  price and volume  fluctuations.
Market fluctuations,  as well as general political and economic conditions, such
as a recession  or interest  rate or currency  rate  fluctuations  or  political
events or  hostilities  in or surrounding  the United  States,  could  adversely
affect the market price of our Class A common stock.

     In the past,  securities  class  action  litigation  has often been brought
against  companies  following  periods of  volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and divert  management's  attention
and resources both of which could have a material adverse effect on our business
and results of operations.


Future  sales of our Class A common  stock in the public  market could lower our
stock price, and conversion of our warrants and any additional capital raised by
us may dilute your ownership in us.

     We may  sell  additional  shares  of Class A  common  stock  in  subsequent
offerings. In addition, holders of warrants to purchase our Class A common stock
will,  most likely,  exercise their  warrants to purchase  shares of our Class A
common stock after this registration statement is declared effective.  We cannot
predict the size of future  issuances of our Class A common stock or the effect,
if any,  that future  issuances  and sales of shares of our Class A common stock
will have on the market price of our Class A common stock.  Sales of substantial
amounts of our Class A common stock,  including shares issued in connection with
the exercise of the warrants, or the perception that such sales could occur, may
adversely affect prevailing  market prices for our Class A common stock.  


Shares  eligible for public sale in the future  could  decrease the price of our
Class A common stock and reduce our future ability to raise capital.

     Sales of  substantial  amounts  of our Class A common  stock in the  public
market could decrease the  prevailing  market price of our Class A common stock,
which would have an adverse affect on our ability to raise equity capital in the
future.


We do not  intend to pay  dividends.  We have  never  declared  or paid any cash
dividends on our Class A common stock.

     We  currently  intend  to  retain  future  earnings,  if  any,  to  finance
operations  and expand our  business  and,  therefore,  do not expect to pay any
dividends in the foreseeable future.

                                       8


                                 Use of Proceeds

     We will not  receive  any  proceeds  from the  sale of the  shares  offered
pursuant to this  prospectus.  All of the proceeds will be payable solely to the
selling stockholders.  We will, however,  receive the proceeds from the exercise
of the  additional  investment  rights and the  warrants  issued to the  selling
stockholders if and when they are exercised. We anticipate that the net proceeds
from the exercise of the additional  investment rights and the warrants would be
used for future acquisitions, working capital and general corporate purposes.

     The selling stockholders will pay any expenses customarily borne by selling
stockholders  (including  underwriting  discounts,   commissions  and  fees  and
expenses  of counsel to the extent not  required to be paid by us). We will bear
all other costs, fees and expenses incurred in effecting the registration of the
shares  covered  by  this  prospectus,   including,  but  not  limited  to,  all
registration  and filing fees,  listing fees and expenses of our counsel and our
accountants.

                              Selling Stockholders

     The  shares  of  Class  A  common  stock  being   offered  by  the  selling
stockholders  are issuable upon conversion of the convertible  notes  (including
convertible  notes issuable upon exercise of additional  investment rights which
were issued pursuant to a Securities  Purchase Agreement dated as of October 11,
2004) and upon exercise of the warrants.  For additional  information  regarding
the issuance of those  convertible  notes,  warrants and  additional  investment
rights,  see  "Prospectus  Summary  --  The  Private  Placement"  above.  We are
registering  the shares of Class A common  stock in order to permit the  selling
stockholders  to offer the shares for resale  from time to time.  Except for the
ownership of the convertible  notes, the warrants and the additional  investment
rights  issued  pursuant  to the  Securities  Purchase  Agreement,  the  selling
stockholders  have not had any  material  relationship  with us within  the past
three years.

     The term "selling  stockholders" includes the stockholders listed below and
their respective transferees,  assignees,  pledgees, donees or other successors.
The table below lists the selling  stockholders and other information  regarding
the  beneficial  ownership  of the shares of Class A common stock by each of the
selling  stockholders.  The second  column lists the number of shares of Class A
common  stock  beneficially  owned  by each  selling  stockholder,  based on its
ownership of the convertible notes,  warrants and additional  investment rights,
as of November 5, 2004,  assuming conversion of all convertible notes (including
convertible  notes  issuable upon exercise of all of the  additional  investment
rights held by the selling  stockholders)  and exercise of the warrants  held by
the selling  stockholders  on that date,  without  regard to any  limitations on
conversions or exercise.

     The third column lists the shares of Class A common stock being  offered by
this prospectus by the selling stockholders.

                                       9


     In accordance  with the terms of  registration  rights  agreements with the
selling  stockholders,  this prospectus  generally covers the resale of at least
130% of the sum of (i) the  number of shares  of Class A common  stock  issuable
upon conversion of the convertible  notes (including  convertible notes issuable
upon  exercise  of all of the  additional  investment  rights  which were issued
pursuant to a Securities  Purchase  Agreement) as of the trading day immediately
preceding the date the  registration  statement is initially  filed with the SEC
and (ii) the number of shares of Class A common stock  issuable upon exercise of
the related  warrants as of the trading day  immediately  preceding the date the
registration  statement is initially filed with the SEC.  Because the conversion
price of the  convertible  notes and the exercise  price of the warrants and the
additional  investment  rights may be  adjusted,  the number of shares that will
actually be issued may be more or less than the number of shares  being  offered
by this  prospectus.  The fourth  column  assumes  the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus.

     Under  the  terms of the  convertible  notes  and the  warrants,  a selling
stockholder  may not convert the  convertible  notes or exercise the warrants to
the extent such  conversion  or exercise  would cause such selling  stockholder,
together with its affiliates,  to beneficially own a number of shares of Class A
common stock which would exceed 4.99% of our then outstanding  shares of Class A
common stock  following such  conversion or exercise,  excluding for purposes of
such  determination  shares of Class A common stock issuable upon  conversion of
the  convertible  notes which have not been  converted  and upon exercise of the
warrants and additional  investment  rights which have not been  exercised.  The
number of shares in the second  column does not  reflect  this  limitation.  The
selling  stockholders  may  sell  all,  some  or none of  their  shares  in this
offering. See "Plan of Distribution."



------------------------------------------- --------------------- --------------------------- -------------------------
                                            Number of Shares
                                            Beneficially Owned    Maximum Number of Shares    Number of Shares to be
                                            Prior to the          to be Sold Pursuant to      Beneficially Owned
Name of Selling Stockholder                 Offering              this Prospectus             After the Offering
------------------------------------------- --------------------- --------------------------- -------------------------

                                                                                             
Smithfield Fiduciary LLC (1)                     4,982,468                4,982,468                      0
------------------------------------------- --------------------- --------------------------- -------------------------

Iroquois Capital LP (2)                           332,164                  332,164                       0
------------------------------------------- --------------------- --------------------------- -------------------------

Bluegrass Growth Fund, LP (3)                     664,329                  664,329                       0
------------------------------------------- --------------------- --------------------------- -------------------------

Bluegrass Growth Fund, Ltd (4)                    664,329                  664,329                       0
------------------------------------------- --------------------- --------------------------- -------------------------

                  

(1) Highbridge Capital Management, LLC ("Highbridge"), is the trading manager of
Smithfield  Fiduciary LLC ("Smithfield") and consequently has voting control and
investment  discretion  over  the  shares  of  Class  A  common  stock  held  by
Smithfield.  Glenn Dubin and Henry Swieca control Highbridge. Each of Highbridge
and Messrs.  Dubin and Swieca disclaims  beneficial ownership of the shares held
by Smithfield.


                                       10


(2)  Joshua  Silverman  has  voting  control  and  investment   discretion  over
securities  held by Iroquois  Capital  LP. Mr.  Silverman  disclaims  beneficial
ownership of the Class A common stock held by Iroquois Capital LP.

(3) Brian Shatz has voting control and  investment  discretion  over  securities
held by Bluegrass Growth Fund, LP. Mr. Shatz disclaims  beneficial  ownership of
the Class A common stock held by Bluegrass Growth Fund, LP.

(4) Brian Shatz has voting control and  investment  discretion  over  securities
held by Bluegrass Growth Fund, Ltd. Mr. Shatz disclaims  beneficial ownership of
the Class A common stock held by Bluegrass Growth Fund, Ltd.


                              Plan of Distribution

     We are  registering  the  shares  of Class A  common  stock  issuable  upon
conversion of the convertible  notes (including  convertible notes issuable upon
exercise of the additional  investment rights) and upon exercise of the warrants
to permit the resale of these  shares of Class A common  stock by the holders of
the convertible  notes,  warrants and additional  investment rights from time to
time after the date of this prospectus.  We will not receive any of the proceeds
from the sale by the selling stockholders of the shares of Class A common stock.
We will bear all fees and expenses  incident to our  obligation  to register the
shares of Class A common stock. We will not be paying any underwriting discounts
or  commissions  in  this  offering.  We  have  also  agreed  with  the  selling
stockholders  to reimburse  them for fees and  disbursement  in an amount not to
exceed $10,000 incurred in connection with this registration statement

     The selling stockholders may sell all or a portion of the shares of Class A
common  stock  beneficially  owned by them and offered  hereby from time to time
directly or through one or more  underwriters,  broker-dealers or agents. If the
shares of Class A common stock are sold through  underwriters or broker-dealers,
the selling  stockholders  will be  responsible  for  underwriting  discounts or
commissions  or agent's  commissions.  The shares of Class A common stock may be
sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale,  at varying  prices  determined at the time of sale, or at
negotiated  prices.  These  sales may be  effected  in  transactions,  which may
involve crosses or block transactions, such as:

o    sales on any national securities exchange or quotation service on which the
     securities may be listed or quoted at the time of sale;

o    sales in the over-the-counter market;

o    transactions  otherwise  than  on  these  exchanges  or  systems  or in the
     over-the-counter market;

o    the  writing of  options,  whether  such  options  are listed on an options
     exchange or otherwise;

o    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;

o    block trades in which the broker-dealer  will attempt to sell the shares as
     agent but may  position  and resell a portion of the block as  principal to
     facilitate the transaction;


                                       11


o    purchases by a broker-dealer  as principal and resale by the  broker-dealer
     for its account;

o    an exchange  distribution  in accordance  with the rules of the  applicable
     exchange;

o    privately negotiated transactions;

o    short sales;

o    sales pursuant to Rule 144;

o    sales through broker-dealers who may agree with the selling stockholders to
     sell a specified number of such shares at a stipulated price per share;

o    a combination of any such methods of sale; and

o    any other method permitted pursuant to applicable law.

     If the selling  stockholders  effect such transactions by selling shares of
Class A common stock to or through underwriters,  broker-dealers or agents, such
underwriters,  broker-dealers  or agents may receive  commissions in the form of
discounts,   concessions  or  commissions  from  the  selling   stockholders  or
commissions  from purchasers of the shares of Class A common stock for whom they
may act as  agent  or to whom  they  may  sell as  principal  (which  discounts,
concessions  or  commissions as to particular  underwriters,  broker-dealers  or
agents  may be in  excess  of  those  customary  in the  types  of  transactions
involved).  In  connection  with sales of the shares of Class A common  stock or
otherwise,  the selling  stockholders may enter into hedging  transactions  with
broker-dealers, which may in turn engage in short sales of the shares of Class A
common  stock in the course of hedging in  positions  they  assume.  The selling
stockholders  may also sell  shares of Class A common  stock  short and  deliver
shares of Class A common  stock  covered by this  prospectus  to close out short
positions and to return borrowed shares in connection with such short sales. The
selling  stockholders  may also loan or pledge shares of Class A common stock to
broker-dealers that in turn may sell such shares.

     The selling stockholders may pledge or grant a security interest in some or
all of the convertible notes,  warrants,  additional investment rights or shares
of Class A common stock owned by them and, if they default in the performance of
their secured  obligations,  the pledgees or secured  parties may offer and sell
the shares of Class A common stock from time to time pursuant to this prospectus
or any amendment to this  prospectus  under Rule  424(b)(3) or other  applicable
provision of the Securities Act of 1933, as amended, amending, if necessary, the
list of  selling  stockholders  to  include  the  pledgee,  transferee  or other
successors  in  interest  as selling  stockholders  under this  prospectus.  The
selling  stockholders  also may transfer and donate the shares of Class A common
stock in other circumstances in which case the transferees,  donees, pledgees or
other successors in interest will be the selling  beneficial owners for purposes
of this prospectus.


                                       12


     The  selling  stockholders  and  any  broker-dealer  participating  in  the
distribution  of the  shares  of  Class  A  common  stock  may be  deemed  to be
"underwriters"  within the meaning of the  Securities  Act,  and any  commission
paid, or any discounts or concessions  allowed to, any such broker-dealer may be
deemed to be underwriting  commissions or discounts under the Securities Act. At
the time a particular  offering of the shares of Class A common stock is made, a
prospectus supplement, if required, will be distributed which will set forth the
aggregate  amount of shares of Class A common stock being  offered and the terms
of the offering,  including the name or names of any  broker-dealers  or agents,
any discounts,  commissions and other terms  constituting  compensation from the
selling  shareholders and any discounts,  commissions or concessions  allowed or
reallowed or paid to broker-dealers.

     Under the  securities  laws of some  states,  the  shares of Class A common
stock may be sold in such states only through  registered or licensed brokers or
dealers. In addition,  in some states the shares of Class A common stock may not
be sold unless such shares have been  registered  or qualified  for sale in such
state or an exemption from  registration  or  qualification  is available and is
complied with.

     There can be no assurance that any selling stockholder will sell any or all
of the shares of Class A common stock  registered  pursuant to the  registration
statement, of which this prospectus forms a part.

     The  selling  stockholders  and  any  other  person  participating  in such
distribution will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended,  and the rules and regulations  thereunder,  including,
without limitation, Regulation M of the Exchange Act, which may limit the timing
of  purchases  and  sales of any of the  shares  of Class A common  stock by the
selling  stockholders  and any  other  person  participating  in this  offering.
Regulation  M may  also  restrict  the  ability  of any  person  engaged  in the
distribution  of the shares of Class A common  stock to engage in  market-making
activities  with  respect  to the  shares  of Class A common  stock.  All of the
foregoing may affect the marketability of the shares of Class A common stock and
the ability of any person or entity to engage in  market-making  activities with
respect to the shares of Class A common stock.

     We will pay all expenses of the  registration  of the shares of our Class A
common stock  pursuant to the  registration  rights  agreement,  estimated to be
$44,000 in total, including, without limitation, SEC filing fees and expenses of
compliance  with  state  securities  or "blue sky" laws.  However,  the  selling
stockholders  will pay all underwriting  discounts and selling  commissions,  if
any. We have agreed to indemnify the selling  stockholders  against liabilities,
including  some  liabilities  under the Securities  Act, in accordance  with the
registration rights agreements,  or the selling shareholders will be entitled to
contribution.  We may be indemnified by the selling  stockholders  against civil
liabilities,  including liabilities under the Securities Act that may arise from
any written information furnished to us by the selling stockholder  specifically
for use in this prospectus,  in accordance with the related  registration rights
agreements or we may be entitled to contribution.

     Once sold under the registration  statement, of which this prospectus forms
a part, the shares of Class A common stock will be freely  tradable in the hands
of persons other than our affiliates.


                                       13



                                  Legal Matters

     Dornbush Schaeffer Strongin & Weinstein, LLP, New York, New York, will pass
on certain legal matters in connection with the offering, including the validity
of the issuance of the shares being offered hereby.


                                     Experts

     The consolidated  financial  statements  incorporated in this prospectus by
reference  from our Annual Report on Form 10-K for the year ended March 28, 2004
have been  audited  by  Farber & Hass  LLP,  an  independent  registered  public
accounting  firm, as stated in their  report,  which is  incorporated  herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.


                       Where You Can Find More Information

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. You may read and copy any public offering  document we
file,  including a copy of the registration  statement on Form S-3 of which this
prospectus is a part,  without  charge at the SEC's Public  Reference  Room, 450
Fifth Street,  N.W.,  Room 204,  Washington,  D.C.  20549.  You can also request
copies of all or any portion of these documents by writing the Public  Reference
Section  and  paying   certain   prescribed   fees.   Please  call  the  SEC  at
1-800-SEC-0330  for  further   information  on  the  Public  Reference  Section.
Additionally,  these  documents  are  available to the public from the SEC's web
site at http://www.sec.gov.

     The SEC allows us to  "incorporate  by reference"  into this prospectus the
information  we file with the SEC. This means that we are  disclosing  important
information to you by referring to other documents. The information incorporated
by  reference  s  considered  to be  part  of this  prospectus,  except  for any
information  superceded by information  contained  directly in this  prospectus.
Information  that we file  later  with  the SEC  under  the  Exchange  Act  will
automatically  update  information in this prospectus.  In all cases, you should
rely on the  later  information  over  different  information  included  in this
prospectus.  We  incorporate  by reference  the  documents  listed below and any
future filings made with the SEC under Section 13(a),  13(c), 14 or 15(d) of the
Exchange Act until this offering is completed:

o    Annual Report on Form 10-KSB for the fiscal year ended March 28, 2004;

o    Current Report on Form 8-K, filed on August 11, 2004;

o    Quarterly Report on Form 10-QSB for the quarter ended June 27, 2004; and

o    Current Report on Form 8-K, filed on October 12, 2004; and

                                       14


o    The description of our Class A common stock  contained in our  Registration
     Statement on Form 8-A dated  January 16, 1991 filed under the Exchange Act,
     including any amendments or reports filed for the purposes of updating such
     description.

     You may request a copy of these  filings,  or any other  documents or other
information referred to in, or incorporated by reference in, this prospectus, at
no cost, by writing or calling us at the following address or telephone number:

                             Advanced Photonix, Inc.
                               1240 Avenida Acaso
                           Camarillo, California 93012
                              Attention: Secretary
                                 (805) 987-0146

     Exhibits to any documents incorporated by reference in this prospectus will
not be sent, however, unless those exhibits have been specifically referenced in
this prospectus.


                                 Indemnification
 
     Our  Certificate of  Incorporation  allows us to indemnify our officers and
directors to the maximum  extent  allowed  under  Delaware  law.  This  includes
indemnification  for  liabilities  which could arise under the  Securities  Act.
Insofar as we are  permitted to indemnify  our officers and  directors,  we have
been  informed  that in the opinion of the SEC such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.













                                       15



                             ADVANCED PHOTONIX, INC.



                               8,636,276 Shares of

                              Class A Common Stock









                                   PROSPECTUS








                           ____________________, 2004





Prospective  investors  may  rely  only  on the  information  contained  in this
prospectus.  Neither  Advanced  Photonix,  Inc. nor any selling  stockholder has
authorized anyone to provide  prospective  investors with information  different
from that  contained  or  incorporated  by reference  in this  prospectus.  This
prospectus  is not an offer to sell nor is it seeking an offer to buy the shares
of our Class A common stock being offered hereby in any  jurisdiction  where the
offer or sale is not permitted.  The information contained in this prospectus is
correct only as of the date of this  prospectus,  regardless of the times of the
delivery  of this  prospectus  or any sale of the  shares  of our Class A common
stock.



                                     
                                     PART II

                     Information Not Required in Prospectus


Item 14.  Other Expenses of Issuance and Distribution

     We have agreed to bear all  expenses  relating to the  registration  of our
Class A common stock registered pursuant to the registration  statement of which
this prospectus is a part (other than underwriter's discounts and commissions to
be  paid  by  the  selling  stockholders).  We  estimate  these  expenses  to be
approximately $43,964.45, which include the following categories of expenses:


        Amount

SEC Registration Fee......................  $1,964.45
Printing fees.............................  $4,000.00
Accounting Fees and Expenses..............  $3,000.00
Legal Fees and Expenses................... $30,000.00
Miscellaneous Expenses....................  $5,000.00               
                                          ------------
          Total........................... $43,964.45

The foregoing,  except for the SEC registration fee, are estimates.  We will pay
all of the above expenses.  The selling stockholders will be responsible for all
expenses  customarily  borne by  selling  stockholders  (including  underwriting
discounts, commissions and fees and expenses of counsel).

Item 15.  Indemnification of Directors and Officers

     Our Certificate of Incorporation contains a provision permitted by Delaware
General  Corporation  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.



                                      II-1



     Our 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 Advanced Photonix's best interests.


Item 16.  Exhibits

(a)  Exhibits


Exhibit
  No.             Description
-------           -----------
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 Exhibit 3.2 to the Registrant's March
                  30, 2003 Annual Report on Form 10-KSB

4.1               Rights Agreement, dated September 19, 2002 by and
                  between the Company and Continental Stock Transfer
                  and Trust Company, Certificate of Designations for
                  the Company's Series B Junior Preferred Stock -
                  incorporated by reference to Exhibits 4.1 and 4.2 to
                  the Registrant's Form 8-K filed with the Securities
                  and Exchange Commission on September 26, 2002

5.1               Opinion of Dornbush Schaeffer Strongin & Weinstein, LLP.


                                      II-2


10.1              Advanced  Photonix,  Inc. 1991 Special  Directors
                  Stock Option Plan - incorporated by reference to
                  Exhibit 10.9 to the Registrant's March 31, 1991
                  Annual Report on Form 10-K

10.2              Advanced  Photonix, Inc. 1990  Incentive  Stock
                  Option and Non-Qualified Stock Option Plan - incorporated by
                  reference to Exhibit No. 10.11 to the Registrant's
                  Registration Statement on Form S-1, filed with the Securities
                  and Exchange Commission on
                  November 23, 1990

10.3              Advanced Photonix, Inc. 1997 Employee Stock Option
                  Plan - incorporated by reference to Exhibit 10.13 to the
                  Registrant's March 30, 1997 Annual Report on
                  Form 10-K


10.4              Amendment No. 1 to 1997 Employee Stock Option Plan of
                  Advanced  Photonix,  Inc. -  incorporated  by
                  reference to Exhibit 10.14 to the Registrant's
                  December 28, 1997 Quarterly report on Form 10-Q

10.5              Advanced  Photonix,  Inc. 2000 Stock Option Plan -
                  incorporated by reference to Exhibit 10.1 to the Registrant's
                  Registration Statement on Form S-8, filed with the Securities
                  and Exchange Commission on
                  March 15, 2001

10.9              Lease Agreement dated February 23, 1998 between
                  Advanced Photonix, Inc. and High Tech No. 1, Ltd. -
                  incorporated by reference to Exhibit 10.9 to the
                  Registrant's March 29, 1998 Annual Report on Form
                  10-K

10.10             Form of Indemnification Agreement provided to
                  Directors and Principal Officers of Advanced
                  Photonix,  Inc. - incorporated by reference to
                  Exhibit 10.15 to the Registrant's  December 28, 1997
                  Quarterly report on Form 10-Q

10.11             Employment  Agreement dated August 21, 2002 between
                  Advanced  Photonix,  Inc. and Paul D. Ludwig -
                  incorporated  by  reference  to  Exhibit  10.1 to the
                  Registrant's  Form  8-K as  filed  with  the
                  Securities and Exchange Commission on September 5,
                  2002


                                      II-3


10.12             Employment  Agreement dated February 10, 2003 between
                  Advanced Photonix,  Inc. and Richard D. Kurtz
                  - incorporated  by reference to Exhibit 10.12 to the
                  Registrant's  March 30, 2003 Annual Report on
                  Form 10-KSB

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") - incorporated by reference to the Registrant's
                  Form 8-K as filed with the Securities and Exchange Commission
                  on October 12, 2004.

10.13.1           Registration Rights Agreement dated October 11, 2004 between
                  Advanced Photonix, Inc. and the Buyers - incorporated by 
                  reference to the Registrant's Form 8-K as filed with the 
                  Securities and Exchange Commission on October 12, 2004.

10.13.2           Form of Senior Subordinated Convertible Note -
                  incorporated by reference to the Registrant's Form 8-K as
                  filed with the Securities and Exchange Commission on
                  October 12, 2004.

10.13.3           Form of Warrant - incorporated by reference to the
                  Registrant's Form 8-K as filed with the Securities and
                  Exchange Commission on October 12, 2004.

10.13.4           Form of Additional Investment Right - incorporated by 
                  reference to the Registrant's Form 8-K as filed with the 
                  Securities and Exchange Commission on October 12, 2004.

21.1              List of Subsidiaries of Registrant - incorporated by
                  reference to Exhibit 21.1 to the  Registrant's
                  March 30, 2003 Annual Report on Form 10-KSB.

23.1              Consent of Farber & Hass LLP.

23.2              Consent of Dornbush Schaeffer Strongin & Weinstein, LLP.  
                  Included in Exhibit 5.1.


                                      II-4



24.1          Power of Attorney (contained on Page II-8).


Item 17.  Undertakings

The Registrant hereby undertakes:

     (1)(A) To file,  during any period in which offers or sales are being made,
a post-effective  amendment to this  registration  statement to: (i) include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) reflect in
the prospectus any facts or events which, individually or together,  represent a
fundamental   change  in  the   information  in  the   registration   statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee"  table in the  effective  registration  statement;  and (iii)  include  any
additional or changed material information on the plan of distribution.

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

     (3) To file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

     (4) That, for  determining  any liability under the Securities Act of 1933,
treat the information  omitted from the form of prospectus filed as part of this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4), or 497(h) under
the  Securities  Act as part of this  registration  statement as of the time the
Commission declared it effective..

     (5) That for determining any liability under the Securities Act, treat each
post-effective   amendment   that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and that  offering  of the  securities  at that  time as the  initial  bona fide
offering of these securities.


                                      II-5



     (6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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 Act and is, therefore, unenforceable.


















                                      II-6






                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 the 9th day of
November, 2004.


                                         ADVANCED PHOTONIX, INC.




                                   By:   /s/ Richard D. Kurtz          
                                         ------------------------------
                                   Name: Richard D. Kurtz
                                   Title:  Chairman of the Board 
                                           and Chief Executive Officer















                                      II-7





                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Richard D. Kurtz and Susan A. Schmidt,
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 or all  amendments  (including
post-effective amendments) to this Registration Statement, 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 he 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.


         SIGNATURE                          TITLE                   DATE


PRINCIPAL EXECUTIVE
OFFICER:


/s/ Richard D. Kurtz               Chairman of the Board       November 9, 2004
---------------------------        and Chief Executive Officer
   Richard D. Kurtz


PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:


/s/ Susan A. Schmidt               Chief Financial Officer     November 9, 2004
---------------------------        and Secretary
   Susan A. Schmidt                                  


DIRECTORS:


/s/ M. Scott Farese                Director                    November 9, 2004
---------------------------
   M. Scott Farese




                                      II-8





/s/ Ward Harper                    Director                    November 9, 2004
---------------------------
   Ward Harper


/s/ Stephen P. Soltwedel           Director                    November 9, 2004
---------------------------
   Stephen P. Soltwedel

/s/ Paul D. Ludwig                 Director                    November 9, 2004
---------------------------        and President
   Paul D. Ludwig














                                      II-9