UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]     QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

                For the quarterly period ended June 30, 2004, or

[ ]     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

                    For the transition period from NA to NA.

                         Commission File Number 0-16106

                                APA OPTICS, INC.
             (Exact name of Registrant as specified in its charter)

              MINNESOTA                               41-1347235
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)


                   2950 N.E. 84TH LANE, BLAINE, MINNESOTA 55449
              (Address of principal executive offices and zip code)

                                 (763) 784-4995
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to  file  such  reports),  and (2) has been subject to the filing
requirement  for  the  past  90  days.

               Yes  [X]  No  [ ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

               Yes  [ ]  No  [X]

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date:

              Class:                        Outstanding at August 9, 2004
    Common stock, par value $.01                     11,872,331


<PAGE>
<TABLE>
<CAPTION>
                                APA OPTICS, INC.
                                    FORM 10Q
                                TABLE OF CONTENTS


<S>                                                                     <C>
PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
  ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .    3
    CONSOLIDATED CONDENSED BALANCE SHEETS . . . . . . . . . . . . . .    3
    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS . . . . . . . . .    4
    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS . . . . . . . . .    5
    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. . . . . . .    6
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . .    8
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   18
  ITEM 4.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . .   18

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
  ITEMS 1 THROUGH 5 . . . . . . . . . . . . . . . . . . . . . . . . .   18
  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . .   19
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                                APA OPTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (UNAUDITED)


                                                        June 30,       March 31,
                                                          2004           2004
                                                      -------------  -------------
<S>                                                   <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                           $ 13,043,040   $ 13,544,910
  Accounts receivable, net of allowance for
  uncollectible accounts of $28,866 at June 30, 2004
  and $49,038 at March 31, 2004                          1,510,120      1,549,016
  Inventories                                            1,638,066      1,574,188
  Prepaid expenses                                         128,888        174,503
  Bond reserve funds                                        44,174        133,865
                                                      -------------  -------------
Total current assets                                    16,364,288     16,976,482

Property, plant and equipment, net                       4,383,201      4,550,956

Other assets:
  Bond reserve funds                                       333,101        332,433
  Goodwill                                               3,422,511      3,422,511
  Other                                                    515,806        562,609
                                                      -------------  -------------
                                                         4,271,418      4,317,553
                                                      -------------  -------------

Total assets                                          $ 25,018,907   $ 25,844,991
                                                      =============  =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                   $  1,469,755   $  1,637,923
  Accounts payable                                         761,683        812,165
  Accrued compensation                                     821,839        645,293
  Accrued expenses                                         176,655        212,713
                                                      -------------  -------------
Total current liabilities                                3,229,932      3,308,094

Long-term debt                                             142,212        173,836

Shareholders' equity:
  Undesignated shares                                            -              -
  Preferred Stock                                                -              -
  Common Stock                                             118,723        118,723
  Additional paid-in capital                            51,967,484     51,980,946
  Accumulated deficit                                  (30,439,444)   (29,736,608)
                                                      -------------  -------------
Total shareholders' equity                              21,646,763     22,363,061
                                                      -------------  -------------

Total liabilities and shareholders' equity            $ 25,018,907   $ 25,844,991
                                                      =============  =============
</TABLE>

      SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                APA OPTICS, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


                                            Three Months Ended
                                                 June 30,
                                        --------------------------

                                            2004          2003
                                        ------------  ------------
<S>                                     <C>           <C>

Revenues                                $ 3,687,718   $ 1,570,976

Costs and expenses:
   Cost of sales                          3,086,843     1,871,865
   Research and development                 191,208       198,103
   Selling, general and administrative    1,340,809     1,068,162
                                        ------------  ------------
                                          4,618,860     3,138,130
                                        ------------  ------------

Loss from operations                       (931,142)   (1,567,154)

Gain on sale of operations                  208,314             -
Other income                                 47,194        76,585
Other expense                               (25,252)      (54,580)
                                        ------------  ------------
                                            230,256        22,005
                                        ------------  ------------

Loss before income taxes                   (700,886)   (1,545,149)

Income taxes                                  1,950           250
                                        ------------  ------------

Net loss                                $  (702,836)  $(1,545,399)
                                        ============  ============

Net loss per share:
   Basic and diluted                         ($0.06)       ($0.13)
                                        ============  ============

Weighted average shares outstanding:
   Basic and diluted                     11,872,331    11,872,331
                                        ============  ============
</TABLE>

      SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                      APA OPTICS, INC.
                                      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                        (UNAUDITED)


                                                                                                      Three Months Ended
                                                                                                           June 30,
                                                                                                 --------------------------

                                                                                                     2004          2003
                                                                                                 ------------  ------------
<S>                                                                                              <C>           <C>
OPERATING ACTIVITIES
Net loss                                                                                         $  (702,836)  $(1,545,399)
Adjustments to reconcile net loss to net cash used in operating activities, net of acquisition:
    Depreciation and amortization                                                                    239,481       213,092
    Stock based compensation income                                                                  (13,462)            -
  Changes in operating assets and liabilities:
    Accounts receivable                                                                              277,421      (174,908)
    Inventories                                                                                      (63,878)      (25,858)
    Prepaid expenses and other                                                                        57,303       (69,871)
    Accounts payable and accrued expenses                                                             76,481       (45,920)
                                                                                                 ------------  ------------
Net cash used in operating activities                                                               (129,490)   (1,648,864)

INVESTING ACTIVITIES
Purchases of property and equipment, net                                                            (261,611)      (76,366)
Acquisition of business                                                                                    -    (1,960,000)
Investment in patents                                                                                      -        (7,375)
                                                                                                 ------------  ------------
Net cash used in investing activities                                                               (261,611)   (2,043,741)

FINANCING ACTIVITIES
Repayment of long-term debt                                                                         (199,792)     (312,961)
Bond reserve funds                                                                                    89,023        79,314
                                                                                                 ------------  ------------
Net cash used in financing activities                                                               (110,769)     (233,647)
                                                                                                 ------------  ------------

Decrease in cash and cash equivalents                                                               (501,870)   (3,926,252)

Cash and cash equivalents at beginning of period                                                  13,544,910    22,235,686
                                                                                                 ------------  ------------

Cash and cash equivalents at end of period                                                       $13,043,040   $18,309,434
                                                                                                 ============  ============

Noncash investing and financing activities
  Capital expenditure included in accounts payable                                               $  (225,000)            -
</TABLE>

      SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


                                        5
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

     The accompanying condensed financial statements have been prepared pursuant
to  the  rules  and  regulations  of  the  Securities  and  Exchange Commission.
Accordingly,  they  do not include all of the information and footnotes required
by  accounting principles generally accepted in the United States of America for
complete  financial  statements. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-K  for  the  year  ended  March  31,  2004.

     In  the  opinion  of  management,  all  adjustments  (consisting  of normal
recurring  accruals)  considered  necessary  for  a  fair presentation have been
included.  Certain  reclassifications  of  previously reported amounts have been
made  to  conform  that  presentation  to  the  current  period  presentation.


NOTE  2.  NET  LOSS  PER  SHARE

     The  following  table  sets  forth the computation of basic and diluted net
loss  per  share:

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          June 30,
                                                                 --------------------------

                                                                     2004          2003
                                                                 ------------  ------------
<S>                                                              <C>           <C>

Numerator for basic and diluted net loss                         $  (702,836)  $(1,545,399)
                                                                 ============  ============

Denominator for basic and diluted net
loss per share- weighted-
  average shares outstanding                                      11,872,331    11,872,331
                                                                 ============  ============

Basic and diluted net loss per share                                  ($0.06)       ($0.13)
                                                                 ============  ============
</TABLE>


Common  stock  options  and  warrants  to purchase 975,937 and 991,197 shares of
common  stock  with  a  weighted  average exercise price of $6.35 and $9.91 were
outstanding  at  June  30,  2004  and 2003, respectively, but were excluded from
calculating  the  three  months  diluted  net  loss  per share because they were
antidilutive.


NOTE  3.  ACQUISITION

          On  June  27, 2003, the Company acquired certain assets of Americable,
Inc.  The  acquisition was accounted for as a purchase and, accordingly, results
of  operations  relating  to  the  purchased  assets  have  been included in the
statement  of  operations  from the date of acquisition. There are no contingent
payments  related to the acquisition.  The Company reclassified certain balances
from  the  original  Americable  purchase  price  allocation as part of an asset
valuation  adjustment.  The adjustment was made after determining the fair value
of  the  assets  purchased. The result of the change was a decrease in inventory
and  property,  an increase in accounts receivable, and an increase in goodwill.
This  did  not  change the purchase price of the transaction. The purchase price
and  assets  acquired  with  purchase  price  adjustments  are  as  follows:


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                  Original        Purchase      Net Purchase
                               Purchase Price      Price      Price Allocation
                                 Allocation      Adjustment
                               ------------------------------------------------
<S>                            <C>              <C>           <C>
Accounts receivable            $       594,000  $    46,279   $         640,279
Inventory                              638,000      (13,944)            624,056
Property, plant and equipment          450,000      (49,186)            400,814
                               ---------------  ------------  -----------------
     Assets purchased                1,682,000      (16,851)          1,665,149
Goodwill                               278,000       16,851             294,851
                               ---------------  ------------  -----------------
     Purchase price            $     1,960,000  $         -   $       1,960,000
                               ===============  ============  =================
</TABLE>

Goodwill is expected to be fully deductible for tax purposes.

NOTE  4.  SEGMENT  REPORTING

               The March 2003 and June 2003 acquisitions of assets from Computer
System  Products, Inc. and Americable, Inc. prompted the Company's management to
adjust  how  it  evaluates  its  business.  As  a result the Company established
segments.  This evaluation is based on the way segments are organized within the
Company  for  making  operating decisions and assessing performance. The Company
has  identified  two  reportable  segments  based on its internal organizational
structure,  management of operations, and performance evaluation. These segments
are  Optronics  (historically  referred  to as the APA Optics, Inc. segment) and
Cables and Networks (historically referred to as the APACN segment).  Optronic's
revenue  is  generated  in  the design, manufacture and marketing of ultraviolet
(UV)  detection  and  measurement  devices  and  optical  components.  Cables  &
Network's  revenue  is  derived  primarily  from standard and custom fiber optic
cable  assemblies,  copper  cable  assemblies,  value added fiber optics frames,
panels  and  modules.  Expenses  are  allocated  between  the companies based on
detailed  information  contained  in  invoices.  In addition, corporate overhead
costs for management's time and other expenses are allocated.  Segment detail is
summarized  as  follows  (unaudited,  in  thousands):

<TABLE>
<CAPTION>
                                                 Cables &
                                    Optronics    Networks    Eliminations    Consolidated
                                   -----------  ----------  --------------  --------------
<S>                                <C>          <C>         <C>             <C>
THREE MONTHS ENDED JUNE 30, 2004
  External sales                   $      143   $   3,672   $        (127)  $       3,688
  Cost of sales                           572       2,642            (127)          3,087
  Operating income (loss)              (1,036)        105               -            (931)
  Depreciation and amortization           185          54               -             239
  Capital expenditures                    234          28               -             262
  Total assets                         25,032       7,529          (7,542)         25,019

THREE MONTHS ENDED JUNE 30, 2003
  External sales                   $       62   $   1,516              (7)  $       1,571
  Cost of sales                           679       1,200              (7)          1,872
  Operating loss                       (1,364)       (203)              -          (1,567)
  Depreciation and amortization           183          30               -             213
  Capital expenditures                     70           6               -              76
  Total assets                         29,785       6,945          (6,801)         29,929
</TABLE>



NOTE  5.  SALE  OF  OPTICS  MANUFACTURING  OPERATIONS

     In  January,  2004  the  Company  announced  the  discontinuance  of optics
     manufacturing  at  its  Blaine  facility.  The  closure  was  the result of
     aggressive  off-shore  pricing  and continued lower demand for this product
     line.  This


                                        7
<PAGE>
     resulted  in  a charge of $171,000 taken in the 4th quarter ended March 31,
     2004.  The  Company  sold  its optics manufacturing operations on April 14,
     2004  for  $220,000.  The  terms  of  the  sale  required  the  Company  to
     restructure a loan with the City of Aberdeen which included an upfront loan
     payment  of  $89,305  and  payment of the remaining $140,000 loan amount in
     seven  annual installments of $20,000 each beginning June 30, 2004. Results
     of  these  manufacturing  operations  were not material to the consolidated
     financial  statements  for  fiscal  years  2004.

NOTE  6.  STOCK  BASED  COMPENSATION

     The  Company  has  various  incentive  and non-qualified stock option plans
     which  are  used  as  an  incentive  for  directors,  officers,  and  other
     employees.  The  Company  uses  the  intrinsic  value method to value stock
     options  issued  to  employees.  Under this method, compensation expense is
     recognized  for the amount by which the market price of the common stock on
     the  date  of  grant  exceeds the exercise price. The Company's stock based
     compensation  expense  also  reflects  the  benefit  of the cancellation of
     previously  expensed options. The Company recognized compensation income of
     $13,462  for the three months ended June 30, 2004, and no expense or income
     for  the  prior  year  period.  For  those  stock options granted where the
     exercise price was equal to the market value of the underlying common stock
     on  the  date  of  grant,  no  stock-based  employee  compensation  cost is
     reflected  in  the  net  loss.  Had the fair value method been applied, our
     compensation  expense  would  have  been  different.  The  following  table
     illustrates  the  effect  on net loss and net loss per share if the Company
     had applied the fair value method, to stock-based employee compensation for
     the  following  three  months  ended:

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                       June 30,
                                               -------------------------

                                                  2004          2003
                                               -----------  ------------
<S>                                            <C>          <C>

Net loss to common shareholders - as
reported                                       $ (702,836)  $(1,545,399)
Less: Total stock-based employee
compensation expense  determined
under fair value based method for all
awards, net of related tax effects                (48,342)      (50,317)
                                               -----------  ------------
Net loss - pro forma                           $ (751,178)  $(1,595,716)
                                               ===========  ============

Basic and diluted net loss per
common share - as reported                         ($0.06)       ($0.13)
Basic and diluted net loss per
common share - pro forma                           ($0.06)       ($0.13)
</TABLE>


ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS


     Statements in this Report about future sales prospects and other matters to
occur  in  the  future  are  forward  looking  statements  and  are  subject  to
uncertainties  due  to many factors, many of which are beyond our control. These
factors  include,  but  are  not  limited  to,  the continued development of our
products,  acceptance  of  those products by potential customers, our ability to
sell  such  products  at  a  profitable  price,  and  our  ability  to  fund our
operations.  For  further  discussion regarding these factors, see "Factors That
May  Influence  Future  Results."


                                        8
<PAGE>




                                        9
<PAGE>
OVERVIEW

     APA Optics, Inc., consisting of the Optronics and Cables & Networks groups,
develops,  designs,  manufactures  and markets a variety of fiber optics, copper
and  Gallium  Nitride  (GaN)  based  components  and  devices  for  industrial,
commercial,  consumer  and  scientific  applications. Cables & Networks designs,
manufactures  and  markets a variety of fiber optic and copper components to the
data  communication and telecommunication industries. Optronics is active in the
development, design, manufacture and marketing of ultraviolet (UV) detection and
measurement  devices for consumers and industrial customers, and Gallium Nitride
(GaN)  based transistors for power amplifiers and other commercial applications.
Both  groups  also  source from third parties various components and devices for
direct  and  value-added  sales  to our customers in all these technology areas.

     Cables  &  Networks  internally  manufactured  products primarily include a
broad  line  of  standard  and custom fiber optic cable assemblies, copper cable
assemblies,  optical  components,  value  added fiber optic distribution frames,
panels  and  modules.  These  products  are  manufactured  by  our  wholly owned
subsidiary  Cables  &  Networks  and  Optronic's  facilities  in Aberdeen, South
Dakota,  and  marketed to broadband service providers, commercial data networks,
and  original equipment manufacturers. Cables & Networks acquired certain assets
of  Computer  System Products, Inc. ("CSP") on March 14, 2003 and certain assets
of  Americable,  Inc.  ("Americable")  on  June  27,  2003. Several of the items
discussed  under  "Results  of  Operations"  show  significant  changes from the
comparable  periods  in  the  preceding  fiscal  year  as  a  result  of  these
acquisitions.

     In  January  2004  Optronics terminated its optics manufacturing in Blaine,
Minnesota  as  described in Note 5 above. Additionally in January 2004 Optronics
consolidated  its  fiber  optics  operations  within  Blaine. Optronics plans to
continue to market and sell fiber optic products using mainly Cables & Network's
sales  team  and  channels.  We  outsource several components from third parties
including  passive  optical  splitters, arrayed waveguides (AWGs) and wavelength
division  multiplexers  (WDMs) based on Thin Film Filter (TFF) technology, which
we  combine  with  our  internally  manufactured  products to create value added
components  for  our customers. The majority of our outsourced product providers
are  located  offshore.

     Most  companies  in  the  communications industry have been affected by the
slowdown  in  telecommunications equipment spending over the past several years.
Decreased  demand  and  competition  have  continued to put downward pressure on
margins. This downward pressure is likely to continue and we will need to reduce
operating  costs  and  improve  efficiencies  to  remain  competitive  in  the
marketplace.

     Optronic's  consumer  UV detection product, the SunUVTM Personal UV Monitor
(PUVM, formerly SunWatch) continues in low volume production. We shipped several
hundred  PUVM's  to one customer in the quarter ended December 31, 2003, and are
shipping  small  quantities  to  retailers  and  catalog customers on an ongoing
basis. The offshore manufacturer is maintaining a flow of product, but low yield
caused  primarily  by  mechanical and cosmetic issues has limited our ability to
pursue  larger  orders from our distribution channels. High volume manufacturing
is  being  addressed with the current supplier. We have also begun seeking other
suppliers.

     In  addition  to  PUVM's,  Optronics  initiated  reconfiguration  of  its
TrUVMeterTM  for a specific market targeted for UV radiation printing and curing
systems. This reconfiguration required detection and analysis of four bands (all
in  the  UV spectral range) using four separate detector assemblies, as compared
to only one in the TrUVMeterTM. We have now completed the design and preliminary
development  of  this  device  called Profiler M. We are now performing detailed
calibration  and  characterization of the profiler, prior to the delivery of the
alpha  units  for  customer  evaluation.

     Optronics  continues  to  develop  transistors  based on GaN/AlGaN (gallium
nitride/aluminum  gallium  nitride)  while  assessing  commercialization
opportunities.  During the latter part of fiscal 2004 we purchased a multi-wafer
(6 wafers, 2 inches in diameter) Metal Organic Chemical Vapor Deposition (MOCVD)
System  to supply high performance epitaxial wafers for internal requirements as
well  as  other  potential  customers. This system will be installed at a leased
facility  that  provides  state-of-the-art  characterization  equipment.  We are
packaging  and testing transistors and power amplifiers built from our material.
Our  plan  is  to  continue  characterizing  demonstration  power


                                       10
<PAGE>
amplifiers built using our packaged transistors while qualifying their long term
reliability.  Upon  qualification the power amplifiers will be sent for customer
evaluation.


RESULTS  OF  OPERATIONS
-----------------------

REVENUES

     Sales  at  Cables & Networks for the first quarter of fiscal year 2005 were
$3,671,812,  compared to sales of $1,516,352 reported in the same quarter a year
ago, an increase of 142%. The increase is attributable to higher revenues in the
2005  quarter generated by the acquisition from Americable, Inc., which occurred
at  the  end  of  the  first  quarter  of  fiscal  2004.  The  Americable assets
contributed  no  corresponding  revenues  for  the 2004 quarter. Sales increased
$233,349,  or  7%,  from  the sales of $3,438,463 during the prior quarter ended
March  31, 2004. Sales for the current quarter to broadband service provider and
commercial  data  networks were $2,484,000 or 68% of revenue, and sales to OEM's
were  $1,188,000,  or  32%  of  revenue. We expect that future sales of Cables &
Networks  products  will  continue  to  account for a substantial portion of our
revenue.  We  anticipate  comparable revenue at Cables & Networks for the second
quarter.

     Gross  revenues  at  Optronics were $142,494 for the quarter ended June 30,
2004,  versus  revenue of $61,794 in the same quarter a year ago. Gross revenues
for  the first quarter ended June 30, 2004 reflect $126,588 of sales to Cables &
Networks  for fiber optics products and subcontracted labor versus $7,170 in the
comparable period last year. These sales are eliminated as intercompany sales in
the  consolidated  financials  in each quarter. The net decrease in revenues for
the  quarter  as compared to the revenues of the quarter ended June 30, 2003 was
due  primarily  to  lower  sales  of  fiber  optics  and  optics  products.

COST  OF  SALES  AND  GROSS  PROFIT

     Cables  &  Network's  gross  profit for the quarter ended June 30, 2004 was
$1,029,940,  or  28%, versus gross profit of $316,564, or 21%, in the comparable
period  last  year.  Gross  profit  increased  $183,829 from the gross profit of
$846,111, or 22%, during the prior quarter ended March 31, 2004. The increase in
gross  profit  over the prior quarter was due to a combination of higher product
margins  and  reduced  overhead  expenses  related  to  personnel  reductions.

     Gross  cost  of sales at Optronics for the three months ended June 30, 2004
was  $571,559 as compared to $679,247 in the same quarter a year ago. Gross cost
of  sales  for the first quarter ended June 30, 2004 reflect $126,588 related to
cost  of  sales to Cables & Networks for fiber optics products and subcontracted
labor  versus  $7,170  in  the  comparable  period  last  year.  These costs are
eliminated  as intercompany cost of sales in the consolidated financials in each
quarter.  The  net  decrease  in  cost  of  sales  is  due to lower material and
production  expenses  related  to  the closure of the optics manufacturing line.

     We  anticipate  comparable  gross  margins  and  cost of sales for Cables &
Networks  and  Optronics  for  the  second  quarter.

RESEARCH  AND  DEVELOPMENT  EXPENSES

     Research and development expenses decreased by $6,895, to $191,208, for the
quarter ended June 30, 2004 compared to the same period for the preceding fiscal
year,  mainly  due  to lower personnel costs. We expect research and development
expenses  to  remain  relatively  unchanged  in  the  second  quarter.


                                       11
<PAGE>
SELLING,  GENERAL  AND  ADMINISTRATIVE

     Selling, general and administrative expenses at Cables & Networks increased
$405,844,  or  78%,  to  $925,259  for  the  quarter  ended June 30, 2004 versus
$519,415 for the comparable period in the preceding fiscal year. The increase is
attributable to higher expenses in the 2005 quarter generated by the acquisition
from  Americable, Inc., which occurred at the end of the first quarter of fiscal
2004  and had no expenses in the fiscal 2004 period. Expenses decreased $73,306,
or  7%,  from  the expenses of $998,565 during the prior quarter ended March 31,
2004.  The decrease from the prior quarter is due mainly to lower selling costs.

     Selling,  general  and  administrative  expenses  at  Optronics  decreased
$133,197,  or  24%,  to $415,550 for the three months ended June 30, 2004 versus
$548,747 for the three month period ending June 30, 2003. The decrease is due to
lower  personnel  and  related costs associated with cost reductions implemented
over  fiscal  year  2004,  offset  slightly  by  higher  professional  fees.

INCOME  (LOSS)  FROM  OPERATIONS

     The  income  from operations at Cables & Networks was $104,681, an increase
of  $307,532  for  the quarter ended June 30, 2004 over the comparable period in
fiscal  2004.  Income  from  operations  increased  $257,135,  or 169%, from the
operating  loss  of  $152,454 during the prior quarter ended March 31, 2004. The
increased  income  in  the  quarter  was  mainly  the result of a combination of
increased  revenues  and  lower  expenses  in  the  quarter.

     The  loss  from operations at Optronics for the three months ended June 30,
2004 was $1,035,823, a decrease of $328,480, or 24%, from the loss of $1,364,303
in  the  comparable  period  in  the preceding year. The decrease in the loss is
primarily  the  result  of the cost reductions implemented over the prior fiscal
year.  We  expect  to  incur  losses  at  Optronics until we realize significant
revenues  from  the  sales  of  our  PUVM  product.

OTHER  INCOME  AND  EXPENSE

     Other  income  at  Cables & Networks decreased $21,004 for the three months
ended  June 30, 2004 from the comparable period in fiscal 2004. Higher income in
2004  was  due to management fee income earned in fiscal 2004 in relation to the
acquisition  of CSP. Interest expense at Cables & Networks increased $34,250 for
the  three months ended June 30, 2004 from the comparable period in fiscal 2004.
The  increase  is  due  to  a larger outstanding debt balance related due to the
acquisition  from  Americable  late  in  the  second  quarter  in  fiscal  2004.

     Other  income  at  Optronics  increased $235,203 for the three months ended
June  30,  2004 or 268% from the comparable period in the preceding fiscal year.
The  sale  of  the  optics  manufacturing  operations  in April 2004 and related
facility  income  accounted  for  $220,000  of  the  increase.  Interest  income
increased  slightly  due  to a higher outstanding debt balance due from Cables &
Networks.  Other  expenses decreased $28,302 for the three months ended June 30,
2004  to  $22,831  from  $51,133  in the three months ended June 30, 2003 due to
lower  interest  expense  in  the  prior  year  quarter.

NET  LOSS

The  consolidated net loss for the quarter ended June 30, 2004, was $702,836 (or
$0.06  per  basic and diluted share), a decrease of $842,563 or 55% from the net
loss reported for the same period in fiscal 2004. Cables & Networks recorded net
income  of $33,199, compared to a loss of $217,379 in the comparable period last
year,  and  a  net  loss  of $298,364 in the prior quarter ended March 31, 2004.
Optronics  recorded a net loss of $736,035, a decrease of $591,985, or 45%, from
the  loss  reported  in  the  same  period of fiscal 2004. While cost reductions
implemented  so  far  at  Optronics  will  help lower the overall losses for the
Company,  achieving  profitability  in  the  future  will  strongly  depend upon
Optronic's  ability  to  manufacture  and  market  gallium-nitride  products.


                                       12
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     The  Company's  cash and cash equivalents consist primarily of money market
funds, U.S. Government instruments or other government instruments with original
maturities  of  less  than  three  months.

     Cash  used  in operating activities was $129,490 for the three month period
ending  June  30,  2004 compared to $1,648,864 used in the same period in fiscal
2004.  The decrease in the cash used between the two periods reflects a decrease
in  loss  from  operations  of  $636,012, achieved by a combination of increased
revenue  and  profitable  operations at Cables & Networks and decreased costs at
Optronics  due  to  cost  reduction efforts and a gain on the sale of the optics
manufacturing  business  at  Optronics  in  April  2004.

     We  used  net cash of $261,611 in investing activities for the three months
ended  June  30,  2004  compared  to  $2,043,741  used in the same period of the
preceding  fiscal  year.  The  use  of  cash  in the quarter ended June 30, 2004
reflects  capital expenditures mainly for production equipment at Optronics. For
the  quarter  ended June 30, 2003, $1,960,000 was used to purchase the assets of
Americable,  Inc.  We  anticipate  approximately $600,000 to $800,000 in capital
expenditures  in  fiscal  2005.

     Net  cash  used in financing activities for the three months ended June 30,
2004  totaled $110,769. We used $199,792 for the scheduled reduction of debt and
generated  $89,023  from  the  reduction  of bond reserve funds. During the same
period  in  fiscal  2004  we  used  $233,647  in  financing activities, of which
$312,961  was used for the scheduled reduction of debt and $79,314 was generated
from  the  reduction  of  bond  reserve  funds.

     We  believe  we  have sufficient funds for operations for at least the next
twelve  months.

     Our  contractual  obligations  and  commitments are summarized in the table
below  (in  000's):

<TABLE>
<CAPTION>
                                Less than                            After
                        Total     1 Year    1-3 years   4-5 years   5 years
                        ----------------------------------------------------
<S>                     <C>     <C>         <C>         <C>         <C>
Long-term debt          $1,612  $    1,470  $       82  $       40  $     20
Leases                     589         325         260           4         -
                        ----------------------------------------------------

Total Contractual Cash
  Obligations           $2,201  $    1,795  $      342  $       44  $     20
                        ====================================================
</TABLE>


Application  of  Critical  Accounting  Policies


     In  preparing  our  consolidated  financial  statements, we make estimates,
assumptions  and  judgments  that can have a significant impact on our revenues,
loss from operations and net loss, as well as on the value of certain assets and
liabilities on our consolidated balance sheet. We believe that there are several
accounting  policies that are critical to an understanding of our historical and
future  performance,  as these policies affect the reported amounts of revenues,
expenses  and  significant  estimates and judgments applied by management. While
there  are  a number of accounting policies, methods and estimates affecting our
consolidated  financial  statements,  areas  that  are  particularly significant
include:

     -    Revenue  recognition;

     -    Accounting  for  income  taxes;  and

     -    Valuation and evaluating impairment of long-lived assets and goodwill


                                       13
<PAGE>
Revenue  Recognition
--------------------

     Revenue  is  recognized  when persuasive evidence of an arrangement exists,
the  product  has been shipped, acceptance by the customer is reasonably certain
and  collection  is  probable.

Accounting  for  Income  Taxes
------------------------------

     As  part of the process of preparing our consolidated financial statements,
we  are  required  to  estimate  our  income  tax  liability  in  each  of  the
jurisdictions  in  which  we  do  business. This process involves estimating our
actual  current  tax  expense  together  with  assessing  temporary  differences
resulting  from  differing  treatment  of items for tax and accounting purposes.
These  differences  result  in deferred tax assets and liabilities. We must then
assess  the  likelihood  that  these  deferred tax assets will be recovered from
future  taxable  income  and, to the extent we believe that recovery is not more
likely  than  not  or  unknown,  we  must  establish  a  valuation  allowance.

     Significant  management  judgment  is required in determining our provision
for  income  taxes,  our  deferred  tax assets and liabilities and any valuation
allowance  recorded  against our deferred tax assets. At March 31, 2004, we have
recorded  a  full  valuation  allowance  of $11,075,084 against our deferred tax
assets,  due to uncertainties related to our ability to utilize our deferred tax
assets,  consisting principally of certain net operating losses carried forward.
The  valuation  allowance  is  based  on  our  estimates  of  taxable  income by
jurisdiction  and  the  period  over  which  our  deferred  tax  assets  will be
recoverable.  The  Company  had  U.S. net operating loss (NOL) carry forwards of
approximately  $27,899,000  which  expire  in  fiscal  years  2004  to  2024.

     Realization  of  the  NOL  carry  forwards and other deferred tax temporary
differences  are  contingent  on future taxable earnings. The deferred tax asset
was reviewed for expected utilization using a "more likely than not" approach by
assessing  the  available  positive  and  negative  evidence  surrounding  its
recoverability.  We  will  continue  to assess and evaluate strategies that will
enable  the  deferred  tax  asset,  or portion thereof, to be utilized, and will
reduce  the valuation allowance appropriately at such time when it is determined
that  the  "more  likely  than  not"  approach  is  satisfied.

Valuation and evaluating impairment of long-lived assets and goodwill
---------------------------------------------------------------------

     Goodwill represents the excess of the purchase price over the fair value of
net  assets  acquired.  Goodwill  should  not  be  amortized  but  reviewed  for
impairment  at the fiscal year end or whenever conditions exist that indicate an
impairment  could  exist.  The  Company  performed the annual impairment test in
fiscal  years  2004  and  2003  and  concluded  that no impairment had occurred.

     The  Company  evaluates  the  recoverability  of  its long-lived assets and
requires recognition of impairment of long-lived assets in the event that events
or  circumstances indicate an impairment may have occurred and when the net book
value  of  such  assets exceeds the future undiscounted cash flows attributed to
such  assets.  We  assess the impairment of long-lived assets whenever events or
changes  in  circumstances  indicate  that  the  carrying  value  may  not  be
recoverable.  No  impairment  of long-lived assets has occurred through June 30,
2004.


FACTORS  THAT  MAY  INFLUENCE  FUTURE  RESULTS
----------------------------------------------

     The  statements  contained  in this report on Form 10-Q that are not purely
historical  are  "forward-looking  statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995, Section 27A of the Securities Act of
1933  and Section 21E of the Securities Exchange Act of 1934, including, without
limitation,  statements  regarding  the  Company's expectations, hopes, beliefs,
anticipations,  commitments,  intentions  and  strategies  regarding the future.
Forward-looking statements include, but are not limited to, statements contained
in  "Item  2.  Management's  Discussion  and Analysis of Financial Condition and
Results  of Operations." Actual results could differ from those projected in any
forward-looking  statements  for  the  reasons, among others, detailed below. We
believe  that  many of the risks detailed here are part of doing business in the
industry in which we compete and will likely be present in all periods reported.
The  fact  that certain risks are characteristic to the industry does not lessen
the  significance of the risk. The forward-looking statements are made as of the
date  of  this  Form  10-Q  and  we


                                       14
<PAGE>
assume  no  obligation to update the forward-looking statements or to update the
reasons  why  actual  results  could  differ  from  those  projected  in  the
forward-looking  statements.

Unless  we  generate  significant revenue growth, our expenses and negative cash
flow  will  significantly  harm  our  financial  position.

     We  have not been profitable since fiscal 1990. As of June 30, 2004, we had
an  accumulated  deficit of $30.4 million. We may incur operating losses for the
foreseeable  future,  and  these  losses  may  be  substantial.  Further, we may
continue to incur negative operating cash flow in the future. We have funded our
operations  primarily  through  the sale of equity securities and borrowings. We
have  significant  fixed expenses and we expect to continue to incur significant
and  increasing  manufacturing,  sales  and  marketing,  product development and
administrative  expenses.  As  a  result, we will need to generate significantly
higher  revenues  while  containing  costs  and  operating expenses if we are to
achieve  profitability.

Declining average selling prices for our fiber optic products will require us to
reduce  production  costs  to  effectively  compete  and  market these products.

     Since  the  time  we  first  introduced  our  fiber optic components to the
marketplace  we  have  seen  the average selling price of fiber optic components
decline.  We  expect  this  trend  to continue. To achieve profitability in this
environment  we  must  continually decrease our costs of production. In order to
reduce  our  production  costs,  we  will  continue to pursue one or more of the
following:

     -    Seek lower cost suppliers of raw materials or components.
     -    Work to further automate our assembly process.
     -    Develop value-added components based on integrated optics.
     -    Seek offshore sources for assembly services.

     We  will  also  seek  to  form  strategic alliances with companies that can
supply  these services. Decreases in average selling prices also require that we
increase  unit  sales  to  maintain  or  increase  our  revenue. There can be no
guarantee  that  we  will  achieve  these  objectives. Our inability to decrease
production  costs  or increase our unit sales could seriously harm our business,
financial  condition  and  results  of  operations.

Demand  for  our  products is subject to significant fluctuation. Adverse market
conditions  in  the  communications  equipment  industry and any slowdown in the
United  States  economy  may  harm  our  financial  condition.

     Demand  for our products is dependent on several factors, including capital
expenditures  in  the  communications  industry.  Capital  expenditures  can  be
cyclical  in  nature  and  result  in  protracted  periods of reduced demand for
component  parts. Similarly, periods of slow economic expansion or recession can
result  in periods of reduced demand for our products. The current U.S. economic
slowdown has been more profound in the telecommunications market, resulting in a
significant  reduction in capital expenditures for the Company's products. It is
impossible  to  predict how long the slowdown will last. Such periods of reduced
demand  will  harm  our business, financial condition and results of operations.
Changes  to the regulatory requirements of the telecommunications industry could
also  affect market conditions, which could also reduce demand for our products.
Moreover, some of our customers have experienced serious financial difficulties,
which  in  certain  cases  have  resulted  in bankruptcy filings or cessation of
operations.

Our industry is highly competitive and subject to pricing pressure.

     Competition  in  the  communications  equipment  market is intense. We have
experienced  and  anticipate  experiencing  increasing  pricing  pressures  from
current  and  future  competitors  as  well as general pricing pressure from our
customers  as  part  of  their cost containment efforts. Many of our competitors
have  more  extensive  engineering,  manufacturing,  marketing,  financial  and
personnel  resources  than  we do. As a result, these competitors may be able to
respond  more  quickly  to  new or emerging technologies and changes in customer
requirements  or  to  offer  more  aggressive  price  reductions.


                                       15
<PAGE>
Our  sales  could  be  negatively  impacted  if one or more of our key customers
substantially  reduce  orders  for  our  products.

     If  we  lose  a  significant customer, our sales and gross margins would be
negatively  impacted.  In  addition,  the loss of sales may require us to record
impairment, restructuring charges or exit a particular business or product line.

We may be required to rapidly increase our manufacturing capacity to deliver our
products  to  our  customers  in  a  timely  manner.

     Manufacturing  of  our  products  is a complex and precise process. We have
limited  experience  in  rapidly  increasing  our  manufacturing  capacity or in
manufacturing products at high volumes. If demand for our products increases, we
will  be  required  to hire, train and manage additional manufacturing personnel
and  improve  our  production  processes  in  order  to  increase our production
capacity.  There are numerous risks associated with rapidly increasing capacity,
including:

     -    Difficulties  in  achieving  adequate  yields  from  new manufacturing
          lines,

     -    Difficulty  maintaining  the  precise manufacturing processes required
          by  our  products  while  increasing  capacity,

     -    The  inability  to timely procure and install the necessary equipment,
          and

     -    Lack  of  availability  of  qualified  manufacturing  personnel.

     If  we  apply our capital resources to expanding our manufacturing capacity
in anticipation of increased customer orders, we run the risk that the projected
increase  in  orders  will  not  be  realized. If anticipated levels of customer
orders  are not received, we will not be able to generate positive gross margins
and  profitability.

Our  dependence  on outside manufacturers may result in product delivery delays.

     We  purchase  components  and labor that are incorporated into our products
from outside vendors. In the case of the SunUV(R) Personal UV Monitor, we supply
components  to an outside assembler who delivers the completed product. If these
vendors  fail  to  supply us with components or completed assemblies on a timely
basis,  or  if the quality of the supplied components or completed assemblies is
not acceptable, we could experience significant delays in shipping our products.
Any  significant  interruption  in  the  supply  or support of any components or
completed  assemblies  could seriously harm our sales and our relationships with
our  customers.  In  addition,  we  have  increased  our  reliance on the use of
contract  manufacturers to make our products. If these contract manufacturers do
not  fulfill  their  obligations  or  if  we  do  not  properly  manage  these
relationships,  our  existing  customer  relationships  may  suffer.

Our  products  may  have  defects  that  are not detected before delivery to our
customers.

     Some  of  the  Company's  products are designed to be deployed in large and
complex  networks  and  must  be compatible with other components of the system,
both  current  and  future.  Our customers may discover errors or defects in our
products only after they have been fully deployed. In addition, our products may
not  operate  as expected over long periods of time. In the case of the SunUV(R)
Personal  UV  Monitor,  a  consumer  product, customers could encounter a latent
defect not detected in the quality inspection. If we are unable to fix errors or
other  problems,  we  could  lose customers, lose revenues, suffer damage to our
brand  and  reputation, and lose our ability to attract new customers or achieve
market  acceptance.  Each of these factors would negatively impact cash flow and
would  seriously  harm  our  business,  financial  condition  and  results  of
operations.


                                       16
<PAGE>
Consolidation  among  our  customers  could  result  in our losing a customer or
experiencing  a  slowdown  as  integration  takes  place.

     It is likely that there will be increased consolidation among our customers
in  order  for  them  to  increase market share and achieve greater economies of
scale.  Consolidation is likely to impact our business as our customers focus on
integrating  their  operations  and  choosing  their  equipment vendors. After a
consolidation  occurs, there can be no assurance that we will continue to supply
the  surviving  entity.

We  must  introduce  new  products and product enhancements to increase revenue.

     The  successful  operation  of  our  business  depends  on  our  ability to
anticipate  market  needs  and  develop  and  introduce new products and product
enhancements  that  respond  to  technological  changes  or  evolving  industry
standards  on  a  timely and cost-effective basis. Our products are complex, and
new  products  may  take  longer  to  develop than originally anticipated. These
products  may  contain  defects  or  have unacceptable manufacturing yields when
first  introduced  or  as  new versions are released. Our products could quickly
become  obsolete  as new technologies are introduced or as other firms introduce
lower  cost  alternatives. We must continue to develop leading-edge products and
introduce  them  to the commercial market quickly in order to be successful. Our
failure  to  produce  technologically  competitive  products in a cost-effective
manner  and  on  a  timely  basis  will  seriously  harm our business, financial
condition  and  results  of  operations.

Our  markets  are  characterized  by  rapid  technological  changes and evolving
standards.

     The  markets  we  serve  are  characterized  by rapid technological change,
frequent  new  product  introductions,  changes  in  customer  requirements  and
evolving  industry standards. In developing our products, we have made, and will
continue  to  make,  assumptions with respect to which standards will be adopted
within  our  industry.  If the standards that are actually adopted are different
from  those  that  we  have  chosen  to  support,  our  products may not achieve
significant  market  acceptance.

Customer  payment  defaults  could  have  an  adverse  effect  on  our financial
condition  and  results  of  operations.

     As a result of adverse conditions in the telecommunications market, some of
our customers have and may continue to experience financial difficulties. In the
future,  if  customers  experiencing  financial problems default and fail to pay
amounts  owed  to  the  Company,  we may not be able to collect these amounts or
recognize expected revenue. In the current environment in the telecommunications
industry  and  in  the  United  States and global economies, it is possible that
customers from whom we expect to derive substantial revenue will default or that
the  level  of  defaults  will  increase.  Any  material payment defaults by our
customers  would  have  an  adverse  effect  on  our  results  of operations and
financial  condition.

Our  products  may  infringe  on  the  intellectual  property  rights of others.

     Our  products  are  sophisticated  and  rely  on  complicated manufacturing
processes.  We  have  received  multiple  patents  on  aspects of our design and
manufacturing  processes and we have applied for several more. Third parties may
still  assert  claims  that  our  products  or  processes  infringe  upon  their
intellectual  property.  Defending  our  interests against these claims, even if
they  lack  merit,  may  be  time  consuming, result in expensive litigation and
divert  management  attention  from  operational  matters.  If such a claim were
successful,  we  could  be  prevented  from manufacturing or selling our current
products,  be  forced  to  redesign  our  products,  or be forced to license the
relevant intellectual property at a significant cost. Any of these actions could
harm  our  business,  financial  condition  or  results  of  operations.


                                       17
<PAGE>
Acquisitions  or  investments  could  have  an  adverse  affect on our business.

     In March 2003, we completed the acquisition of the assets of CSP as part of
our  strategy  to  expand  our  product  offerings,  develop internal sources of
components  and  materials, and acquire new technologies. We acquired the assets
of  Americable, Inc. in June 2003 and integrated them with the assets of CSP. We
intend  to  continue  reviewing  acquisition and investment prospects. There are
inherent risks associated with making acquisitions and investments including but
not  limited  to:

     -    Challenges  associated  with  integrating  the operations, personnel,
          etc.,  of  an  acquired  company;
     -    Potentially  dilutive  issuances  of  equity  securities;
     -    Reduced  cash  balances and or increased debt and debt service costs;
     -    Large  one-time  write-offs  of  intangible  assets;
     -    Risks  associated  with geographic or business markets different than
          those  we  are  familiar  with;  and
     -    Diversion  of  management  attention  from  current responsibilities.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

     Our exposure to market risk for changes in interest rates relates primarily
to  our  investment portfolio. We invest in short-term securities of high credit
issuers  with  maturities  ranging  from  overnight up to 24 months. The average
maturity of the portfolio does not exceed 12 months. The portfolio includes only
marketable  securities  with  active  secondary  or  resale  markets  to  ensure
liquidity. We have no investments denominated in foreign country currencies and,
therefore,  our  investments  are  not  subject  to  foreign  exchange  risk.

ITEM  4.  CONTROLS  AND  PROCEDURES.

          a.   Evaluation  of  disclosure controls and procedures. The Company's
               chief  executive  officer  and  chief  financial  officer  have
               concluded that as of the end of the fiscal period covered by this
               report  the  Company's  disclosure  controls  and  procedures (as
               defined  in  Exchange  Act  Rule  13a-14(c))  were  sufficiently
               effective to ensure that the information required to be disclosed
               by the Company in the report was gathered, analyzed and disclosed
               with  adequate  timeliness,  accuracy  and  completeness.

          b.   Changes  in  internal  controls.  There  were  no  changes in the
               Company's  internal  controls over financial reporting during the
               fiscal period covered by this report that materially affected, or
               are  likely  to  materially  affect,  the  Company's control over
               financial  reporting.

                                     PART II

ITEMS  1  THROUGH  5.  NOT  APPLICABLE


                                       18
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

          (a)     Exhibits.

                    Exhibit  31.1 - Certification of Chief Executive Officer and
                    Chief  Financial  Officer  pursuant  to  Section  302 of the
                    Sarbanes-Oxley  Act  of  2002

                    Exhibit  32.1  -  Certification  required of Chief Executive
                    Officer  and  Chief  Financial Officer by Section 906 of the
                    Sarbanes  Oxley  Act  of  2002

          (b)     Reports  on  Form  8-K.

                    A report on Form 8-K dated April 19, 2004, reported the sale
                    of  APA  Optics,  Inc.  optics  manufacturing  operations.

                                   Signatures

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

                                   APA OPTICS, INC.


                                     /s/ Anil K. Jain
----------                           ----------------

   Date                              Anil K. Jain
                                     President,
                                     Chief Executive Officer and Chief Financial
                                     Officer (Principal Executive and Principal
                                     Financial Officer)


                                     /s/ Daniel Herzog
----------                           -----------------

   Date                              Comptroller
                                     (Principal Accounting Officer)


                                       19
<PAGE>