SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                           Advanced Photonix, Inc.
___________________________________________________________________________
             (Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
    0-11.
   (1) Title of each class of securities to which transaction applies:
   ________________________________________________________________________
   (2) Aggregate number of securities to which transaction applies:
   ________________________________________________________________________
   (3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which
       the filing fee is calculated and state how it was determined):
   ________________________________________________________________________
   (4) Proposed maximum aggregate value of transaction:
   ________________________________________________________________________
   (5) Total fee paid:
   ________________________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.  Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:
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    _______________________________________________________________________
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    _______________________________________________________________________
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    _______________________________________________________________________




                    Notice of Annual Meeting of Shareholders
                                   To Be Held
                                 August 22, 2003

To the Shareholders of Advanced Photonix, Inc.:

You are  invited to attend  the Annual  Meeting  of  Shareholders  (the  "Annual
Meeting") of Advanced Photonix, Inc. (the "Company"),  which will be held at the
Company's corporate office, 1240 Avenida Acaso, Camarillo,  California, at 10:00
a.m., Pacific time, on August 22, 2003, to consider the following matter:

(1)  The election of four Directors to hold office until the next Annual Meeting
     of Shareholders and until their respective  successors are duly elected and
     qualified.  The persons  nominated  by the Board of  Directors  (Richard D.
     Kurtz,  M.  Scott  Farese,  Ward  Harper,  and  Stephen P.  Soltwedel)  are
     described in the accompanying Proxy Statement.

The Board of  Directors  has fixed the close of business on June 27, 2003 as the
record date for the Annual Meeting.  Only  shareholders  who owned the Company's
Common  Stock at the close of  business  on June 27,  2003 will be  entitled  to
notice  of,  and  to  vote  at,  the  Annual  Meeting  or  any  adjournments  or
postponements  thereof.  Shares can be voted at the Annual  Meeting  only if the
holder is present or represented by proxy.

The  accompanying  form of proxy is  solicited  by the Board of Directors of the
Company.  Reference  is  made  to  the  attached  Proxy  Statement  for  further
information with respect to the business to be transacted at the Annual Meeting.

A complete list of Shareholders  entitled to vote at the Annual Meeting shall be
open to the  examination  of any  stockholder,  for any purpose  relevant to the
Annual Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting,  at the Company's  principal  office,  1240 Avenida
Acaso, Camarillo, CA 93012.

Shareholders are cordially invited to attend the Annual Meeting.  Whether or not
you expect to attend the Annual  Meeting in person,  please  complete,  date and
sign the  accompanying  proxy card and return it without  delay in the  enclosed
postage  prepaid  envelope.  Your proxy will not be used if you are  present and
prefer to vote in person or if you revoke the proxy.

                                        By Order of the Board of Directors



                                        /s/ Susan A. Schmidt
                                        --------------------
                                        Susan A. Schmidt
July 25, 2003                           Secretary





                                 Proxy Statement
                         Annual Meeting of Shareholders
                                 August 22, 2003


This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Advanced Photonix, Inc., a Delaware corporation
(the  "Company"),  for use at the 2003  Annual  Meeting of  Shareholders  of the
Company and for any adjournments or postponements thereof (the "Annual Meeting")
to be held at the Company's corporate office, 1240 Avenida Acaso, Camarillo,
California, at 10:00 a.m., Pacific time, on August 22, 2003, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. A Board
of Directors' proxy (the "Proxy") for the Annual Meeting is enclosed, by means
of which you may vote as to the proposal described in this Proxy Statement.


All Proxies  that are  properly  completed,  signed and  returned to the Company
prior to the Annual Meeting,  and which have not been revoked,  will be voted in
accordance with the stockholder's  instructions  contained in such Proxy. In the
absence of instructions,  shares represented by such Proxy will be voted FOR the
election of the four nominees to the Board of Directors.  The Board of Directors
is not aware of any business to be presented  at the Annual  Meeting  except the
matter set forth in the  Notice and  described  in the Proxy  Statement.  If any
other  matters  come  before  the  Annual  Meeting,  the  persons  named  in the
accompanying  Proxy  will vote on those  matters in  accordance  with their best
judgment.  A  stockholder  may revoke his or her Proxy at any time  before it is
exercised  by filing  with the  Secretary  of the Company at its offices at 1240
Avenida Acaso,  Camarillo,  CA 93012, either a written notice of revocation or a
duly  executed  Proxy  bearing a later date,  or by  appearing  in person at the
Annual Meeting and expressing a desire to vote his or her shares in person.


This  Proxy  Statement  and  the  accompanying   Notice  of  Annual  Meeting  of
Shareholders,  Proxy and 2003 Annual  Report to  Shareholders  are being sent to
Shareholders on or about July 25, 2003.



                                VOTING SECURITIES

June 27,  2003  has  been  fixed as the  record  date for the  determination  of
Shareholders  entitled  to notice of and to vote at the  Annual  Meeting  or any
adjournment  or  postponement   thereof.  As  of  that  date,  the  Company  had
outstanding  13,407,783  shares of Class A and Class B Common  Stock,  $.001 par
value. A quorum,  representing a majority of the total outstanding  shares, must
be  established  for the  meeting  to be held and any  action to be  taken.  The
presence,  in person or by proxy, of shareholders entitled to cast a majority of
votes will  constitute a quorum for the Annual  Meeting.  Holders of Class A and
Class B Common  Stock  are  entitled  to one vote for  each  share  owned.  As a
plurality of votes cast is required for the election of  directors,  abstentions
and broker non-votes will have no effect on the outcome of the election.


Brokers holding shares for beneficial owners must vote those shares according to
the  specific  instructions  they receive from  beneficial  owners.  If specific
instructions  are  not  received,   brokers  may  vote  those  shares  in  their
discretion, depending on the type of proposal involved. The Corporation believes
that, in accordance with New York Stock Exchange rules applicable to such voting
by  brokers,  brokers  will  have  discretionary  authority  to vote on  matters
relating  to the  election of  directors.  Shares as to which  brokers  have not
exercised such discretionary  authority or received instructions from beneficial
owners are considered "broker non-votes."





ELECTION OF DIRECTORS

A Board of four Directors of the Company is to be elected at the Annual Meeting,
each to serve,  subject to the  provisions of the Company's  by-laws,  until the
next Annual Meeting of Shareholders  and until his successor is duly elected and
qualified. It is management's recommendation that the accompanying form of Proxy
be voted FOR the election as Directors of the four persons  named below,  all of
whom are  currently  Directors of the Company.  The Board of Directors  believes
that the nominees named below are willing to serve as Directors. However, in the
event that any of the nominees  should  become unable or unwilling to serve as a
Director,  the Proxy will be voted for the election of such person or persons as
shall be designated by the Board of Directors.  The Board of Directors  does not
have a nominating committee.

The following persons are nominees for election as Directors:

      Name                 Age                    Position
      ----                 ---                    --------
Richard D. Kurtz           51                     Chairman of the Board

M. Scott Farese            46                     Director

Ward Harper                50                     Director

Stephen P. Soltwedel       56                     Director


Set forth below is certain information relating to the other officers of the
Company:

         Name              Age                    Position
         ----              ---                    --------
Paul D. Ludwig             40                     President

Susan A. Schmidt           38                     Chief Financial Officer
                                                    and Secretary


Richard D. Kurtz - Chairman of the Board and Chief Executive Officer
--------------------------------------------------------------------
Mr.  Kurtz  became a Director  of the  Company in  February  2000,  was  elected
Chairman of the Board in July 2000, and was appointed Chief Executive Officer in
February 2003.  Prior to joining  Advanced  Photonix,  he was Director of Client
Services and Strategic Planning for Quantum Compliance Systems Inc., a privately
owned software  company  specializing  in the  development  and  installation of
Environmental  Health and Safety Management  systems.  Mr. Kurtz continues as an
equity owner in Quantum and was employed  there from July 2001 through  February
2003. Prior to joining  Quantum,  Mr. Kurtz's career reflects 25 years in sales,
marketing and strategic planning for various aerospace, automotive, distribution
and  medical  companies.  Most  recently,  he was Vice  President  of Sales  and
Marketing for Filtertek Inc., an ESCO Technology company, for over 13 years.

M. Scott Farese - Director
--------------------------
Mr.  Farese  became a director of the Company in August 1998.  He is currently a
Business Unit Director for Filtertek  Inc. Mr. Farese joined  Filtertek in 1991.
Filtertek, a subsidiary of ESCO Technologies,  is the largest worldwide producer
of custom filtration  products and fluid control devices and the world's largest
manufacturer of custom molded filter elements.

Ward Harper - Director
----------------------
Mr.  Harper  became a director of the Company in May 2003.  He is  currently  an
attorney in private  solo  practice in Utah.  Mr.  Harper has been a  practicing
attorney for the past 14 years before the U.S.  Court and U.S. Court of Appeals,
Tenth  Circuit.  Prior  to  going  into  private  practice,  Mr.  Harper  was an
Attorney/Advisor for U.S. Administrative Law Judges and was also the Attorney in
charge  of public  benefits  litigation  for the Salt Lake City  Office of Legal
Services Corporation.





Stephen P. Soltwedel - Director
-------------------------------
Mr.  Soltwedel became a director of the Company in February 2000. Since 1972, he
has been employed by Filtertek,  Inc. and is currently  Vice President and Chief
Financial Officer. Prior to joining Filtertek, Mr. Soltwedel was employed by the
public accounting firm of Baillies Denson Erickson & Smith in Lake Geneva, WI.

Paul D. Ludwig - President
--------------------------
Mr. Ludwig joined the Company in August 2002 through the  acquisition of Silicon
Sensors,  LLC, where he was President and co-owner since 1996. Mr. Ludwig became
the  Chief  Operating  Officer  of  Advanced  Photonix,  Inc.  at  the  time  of
acquisition  and was promoted to President  in February  2003.  Prior to joining
Silicon  Sensors,  Mr. Ludwig spent 11 years at Honeywell,  Inc.  holding sales,
marketing and management responsibilities in their Sensing and Control group.

Susan A. Schmidt - Chief Financial Officer and Secretary
--------------------------------------------------------
Ms.  Schmidt  joined  the  Company  in March  2000.  From 1997 to 2000,  she was
Director of Finance - Amphitheaters for SFX  Entertainment,  Inc. in Encino, CA.
SFX was a New  York-based  promoter and producer of live  entertainment  events.
From 1992 to 1997 she was  Controller  for Revchem  Plastics,  Inc., a privately
held distribution  company serving the reinforced plastics industry,  and Durall
Plastics,  Inc., Revchem Plastics Inc.'s sister manufacturing company in Rialto,
CA.

Directors serve annual terms until the next annual meeting of  Shareholders  and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities  (collectively the "Reporting Persons")
to file reports of beneficial  ownership and changes in beneficial  ownership of
the Company's equity securities with the Securities and Exchange  Commission and
to furnish the Company with copies of these reports.  Based solely on its review
of the copies of the forms received by it, the Company  believes that all of its
officers and directors complied with all filing requirements applicable to them,
except  with  respect  to the late  filing  of Form 3 by Paul  Ludwig  to report
initial  ownership of securities upon being appointed Chief Operating Officer on
August 21, 2002, which was reported on September 10, 2002.


Meetings and Committees of the Board of Directors
-------------------------------------------------
The Board of Directors  held seven  meetings  during the fiscal year ended March
30,  2003.  The  Board  of  Directors  has the  following  standing  committees:
Compensation Committee,  Audit Committee and Special Committee. The Compensation
Committee was  established  to evaluate  directors and  management  compensation
plans  as  well  as  the  Company's  stock  option  and  incentive   plans.  The
Compensation  Committee  met  once  during  fiscal  2003.  The  members  of  the
Compensation Committee are Mr. Farese, Mr. Harper, and Mr. Soltwedel.  Mr. Kurtz
was a member of the  Compensation  Committee until February 2003, when he became
Chief Executive Officer of the Corporation.

The Special  Committee was  established  during fiscal year 2002 to focus on the
Corporation's  demands for governance,  future  development and any other duties
assigned  by the  Board  of  Directors.  The  Special  Committee  did  not  meet
independently  during fiscal 2003;  all  discussions  and decisions were made as
part of the regular board meetings. The members of the Special Committee are Mr.
Farese, Mr. Kurtz and Mr. Soltwedel.

The Audit Committee is comprised of three independent directors:  Mr. Soltwedel,
Mr. Farese and Mr. Harper. To maintain Audit Committee independence,  Mr. Kurtz,
who was a member of the Audit Committee until his appointment as Chief Executive
Officer in February 2003, was replaced by Mr. Harper in May 2003. Currently, all
members  of the Audit  Committee  are  independent  directors  as defined by the
listing  requirements of the American Stock  Exchange.  The Audit Committee held
one  independent  meeting during the fiscal year ended March 30, 2003; all other
meetings and financial  reviews were held as part of the regular board meetings.
As set forth in the Audit Committee Charter,  the Audit Committee is responsible
for,  among  other  things,   (a)  reviewing  the   professional   services  and
independence  of the  independent  auditors,  (b) ensuring that the scope of the
annual  external  audit  is  sufficiently   comprehensive,   (c)  reviewing,  in
consultation with the independent  auditors,  the plan and results of the annual
audit  and the  adequacy  of the  Company's  internal  control  systems  and (d)
reviewing the results of such audit.









Audit Committee Report
----------------------
The Audit  Committee  of the  Company's  Board of Directors is composed of three
independent  Directors and operates under a written charter adopted by the Board
of Directors and the Audit  Committee.  The Audit  Committee  assists the Board,
through review and recommendation,  in its oversight  responsibility  related to
the quality and integrity of the Company's  financial  information and reporting
functions,  the adequacy and  effectiveness  of the Company's system of internal
accounting and financial controls, and the independent audit process.

The  Company's  Management  has the primary  responsibility  for the quality and
integrity of the financial  statements and the reporting  process  including the
system of internal  controls.  The  Company's  independent  public  accountants,
Farber & Hass LLP, are  responsible  for  performing an audit and  expressing an
opinion as to whether the Company's  financial  statements are fairly presented,
in all material  respects,  in conformity  with  generally  accepted  accounting
principles.  In fulfilling its oversight  responsibilities,  the Audit Committee
reviewed the audited  financial  statements  in the Annual Report on Form 10-KSB
with   management   including  a  discussion  of  the  quality,   not  just  the
acceptability,  of the accounting principles,  the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has discussed with the independent auditors the auditors' independence from
management and the company including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
nonaudit services with the auditors' independence.

The Audit  Committee  discussed  with the  Company's  independent  auditors  the
overall  scope and plans for their  audit,  and  approves  all  payments  to the
independent auditors for services performed.  The Audit Committee meets with the
independent  auditors,  with and  without  management  present,  to discuss  the
results of their  examinations,  their  evaluations  of the  Company's  internal
controls, and the overall quality of the financial reporting.

In  reliance  on the  reviews  and  discussions  referred  to  above,  the Audit
Committee  recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended March 30, 2003 for filing with the  Securities
and Exchange  Commission.  The Audit  Committee and the Board of Directors  have
also  recommended,  subject to shareholder  approval,  the selection of Advanced
Photonix's independent auditors.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Stephen Soltwedel
M. Scott Farese
Ward Harper







EXECUTIVE COMPENSATION

The following table sets forth the  compensation  paid or accrued by the Company
for services  rendered to the Company's Chief  Executive  Officer and to each of
the other  executive  officers of the Company whose cash  compensation  exceeded
$100,000 for services rendered during the last three fiscal years.



                                  SUMMARY COMPENSATION TABLE
                                                                                   Long Term Compensation
                                                                       --------------------------------------------------
                                           Annual Compensation                  Awards           Payouts
                                           -------------------                  ------           -------
                                                            Other                    Securities
                                                            Annual      Restricted   Underlying   LTIP       All Other
                               Fiscal   Salary    Bonus  Compensation  Stock Awards   Options    Payouts    Compensation
Name and Principal Position     Year     ($)       ($)       ($)           ($)          (#)        ($)          ($)(1)
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------

                                                                                       
Richard D. Kurtz                2003    22,000      -       11,500          -            -          -             100
Chairman of the Board and       2002     n/a       n/a      10,000          -         245,000       -           n/a
Chief Executive Officer(2)      2001     n/a       n/a      10,000          -         150,000       -           n/a
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
Paul D. Ludwig                  2003    97,000      -        4,000          -         100,000       -           7,000
President                       2002     n/a       n/a        n/a          n/a          n/a        n/a          n/a
                                2001     n/a       n/a        n/a          n/a          n/a        n/a          n/a
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
Brock Koren                     2003   155,000      -          -            -            -          -          86,000
President and Chief Executive   2002   175,000      -          -            -         100,000       -          16,300
Officer(3)                      2001   175,000      -          -            -          50,000       -           9,400
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
(1) Represents amounts paid by the Company on behalf of the named person in
    connection with the Company's benefits plans, 401(k) Retirement Plan,
    vacation pay and car allowance.
(2) Mr. Kurtz was appointed to the office of Chief Executive Officer in February
    2003, following the resignation of Mr. Koren. Other annual compensation and
    securities underlying options reflect Director's fees and options granted as
    part of plans provided to outside directors.
(3) Mr. Koren resigned from his position as President in February 2003.
    Compensation continues through December 2003 under a severance agreement.



Employment Agreements
---------------------
Pursuant  to the terms of a  three-year  Employment  Agreement  entered  into on
August 21, 2002, Paul D. Ludwig, our President,  is employed at an annual salary
of $160,000, with an annual bonus of at least one-third of his salary if certain
goals agreed upon with the Compensation Committee are met. Similarly,  our Chief
Executive  Officer,  Richard  D.  Kurtz,  entered  into  a  two-year  Employment
Agreement  with the Company on February 10,  2003,  whereby he is employed at an
annual salary of $160,000, with an annual bonus of at least 40% of his salary if
certain goals agreed upon with the Compensation Committee are met. Both officers
may receive  additional  bonuses and stock options as the Board of Directors may
from time to time  determine.  Further,  both  officers  may resign and  receive
severance  payments  following  a  change  of  control  of the  Company  and are
prohibited  from  competing  with the Company for a period of one year following
certain  terminations of their employment.  The Company has other employment and
termination agreements with certain current and former employees under which the
employees may receive severance pay through the end of the term of the contract.
The terms of those contracts vary from 6 months to 1 year.


Stock Options
-------------
The following  tables set forth  certain  information  concerning  stock options
granted to the persons named in the Summary  Compensation  Table during the last
fiscal year and  unexercised  stock  options  held by such persons at the end of
such fiscal year.







                          Option Grants in Fiscal 2003
                                Individual Grants
--------------------------------- ------------------- ------------------- --------------------- ----------------------

                                 Number of Securities      % of Total
                                      Underlying         Options Granted        Exercise or
                                       Options           to Employees in         Base Price            Expiration
Name(1)                               Granted (#)          Fiscal Year            ($/Sh)                  Date
--------------------------------- ------------------- ------------------- --------------------- ----------------------

                                                                                           
Richard D. Kurtz                           -                   -                    -                      -

Paul D. Ludwig                          100,000               41%                  $.61                 8/21/12

Brock Koren                                -                   -                    -                      -

--------------------------------- ------------------- ------------------- --------------------- ----------------------
(1) See "Summary Compensation Table" for principal position.







                               Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

                                                          Number of Securities Underlying    Value of Unexercised
                                                                Unexercised Options          In-the-Money Options
                        Shares Acquired                        at Fiscal Year End (#)        at Fiscal Year End ($)
Name (1)                on Exercise (#)     Value Realized   Exercisable/Unexercisable     Exercisable/Unexercisable
------------------      ---------------     --------------   -------------------------     -------------------------
                                                                                    
Richard D. Kurtz              -                  -                420,000 / -                   $57,200 / -

Paul D. Ludwig                -                  -                 20,000 / 80,000               $7,000 / $28,000

Brock Koren                60,000              $8,500                   - / -                         - / -

(1)   See "Summary Compensation Table" for principal position.



Compensation of Directors
-------------------------
During  2003,  each  independent  member of the Board of  Directors  received an
annual  retainer in the amount of $4,000,  plus directors' fees in the amount of
$1,000 for each board meeting  attended,  plus $500 for each  committee  meeting
attended.  In  addition,  all  directors,   including  employee  directors,  are
reimbursed  for reasonable  travel  expenses  incurred in connection  with their
attending  meetings  of the  Board  of  Directors  and  committees.  Each of the
directors  who is not an employee of the Company is also  eligible for grants of
stock options upon their appointment to the Board of Directors and all directors
are eligible for stock option  grants on a  discretionary  basis so long as they
remain  on the  Board  under the  Advanced  Photonix  2000  Stock  Option  Plan.
Directors who are also officers of the Company do not receive cash  compensation
in consideration for their services as directors.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth,  as of June 27,  2003,  certain  information
concerning  the  holdings  of each person who was known by the Company to be the
beneficial  owner of more than five  percent (5%) of the  outstanding  shares of
Class A common stock of the Company,  by each director and executive officer and
by all directors and officers as a group.






                                                 Class A Common Stock
                                      ------------------------------------------
                                                    Shares Under
                                        Shares       Exercisable       Percent
                                        Owned    Options/Warrants(1)   Voting(2)
                                      ------------------------------------------
Burke, Mayborn Co., Ltd.(3)            823,800           --             6.2

Richard D. Kurtz(4)                     45,000        420,000           3.4

Stephen P. Soltwedel(4)                 14,000        300,000           2.3

M. Scott Farese(4)                      15,000        289,000           2.2

Paul D. Ludwig(4)                       71,100         40,000            .8

Susan A. Schmidt(4)                      500           81,334            .6

All (5) Directors & Officers as a      145,600       1,130,334          8.8
Group


(1)  Includes  shares  under  options  exercisable  on June 27, 2003 and options
     which become exercisable within 60 days thereafter.

(2)  Represents voting power assuming beneficial owner exercises all exercisable
     options and warrants.

(3)  Includes shares  beneficially owned by Burke,  Mayborne Co., Ltd. and Frank
     M. Burke,  Jr. The address of this  shareholder is 5500 Preston Road, Suite
     315, Dallas, TX 75205.

(4)  The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
     Acaso, Camarillo, CA 93012.



The following table sets forth, as of June 27, 2003, the aggregated  information
pertaining to all securities  authorized for issuance under the Company's equity
compensation plans:



---------------------------------------------------------------------------------------
                                  Number of
                              Securities to be
                                 issued upon       Weighted-average
                                 exercise of        exercise price        Number of
                                 outstanding        of outstanding       securities
                                  options,             options,           remaining
                                warrants and         warrants and      available for
Plan Category                      rights               rights         future issuance
---------------------------------------------------------------------------------------
                                                                 
Equity  compensation plans        1,812,867            $1.46              710,222
approved by shareholders

Equity  compensation plans
not approved by shareholders          -                  -                   -

---------------------------------------------------------------------------------------
          Total                   1,812,867            $1.46              710,222
---------------------------------------------------------------------------------------




CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Executive Compensation".


RELATIONSHIP WITH INDEPENDENT AUDITORS

Farber  & Hass  LLP,  independent  auditors,  audited  the  Company's  financial
statements  for fiscal  years  2000-2003,  and have been  selected  to audit the
Company's financial statements for fiscal year 2004. Representatives of Farber &
Hass are expected to be present at the Annual  Meeting to respond to appropriate
questions from Shareholders and to make a statement if they desire to do so.



Independent Auditor Fees
------------------------
The following  table sets forth the aggregate fees billed to the Company for the
fiscal year ended March 30, 2003, by the Company's independent auditor, Farber &
Hass LLP.

       Audit Fees                                  $     60,087
       Financial Information Systems
         Design and Implementation Fees            $      -0-
       All Other Fees                              $     47,150
                                                   ------------
       Total Fees                                  $    107,237

The Audit Committee has considered and determined that the provision of services
described  above  under "All Other  Fees" is  compatible  with  maintaining  the
auditor's independence.

EXPENSES

The  entire  cost of  preparing,  assembling,  printing  and  mailing  the Proxy
Statement,  the enclosed Proxy, Annual Report and other materials,  and the cost
of soliciting  Proxies with respect to the Annual Meeting,  will be borne by the
Company.  The Company will request banks and brokers to solicit their  customers
who  beneficially  own shares  listed of record in names of  nominees,  and will
reimburse those banks and brokers for the reasonable  out-of-pocket  expenses of
such  solicitations.  The solicitation of Proxies by mail may be supplemented by
telephone and telegram by officers and other  regular  employees of the Company,
but no additional compensation will be paid to such individuals.


SHAREHOLDER PROPOSALS

Proposals of  Shareholders  intended to be  presented  at the Annual  Meeting of
Shareholders  in 2004 must be  received  at the  Company's  principal  executive
office no later than March 16, 2004.







                                        By Order of the Board of Directors

                                        /s/ Susan A. Schmidt
                                        --------------------
Camarillo, California                   Susan A. Schmidt
July 25, 2003                           Secretary




THE COMPANY WILL PROVIDE  WITHOUT CHARGE TO EACH PERSON  SOLICITED BY THIS PROXY
STATEMENT,  ON THE WRITTEN  REQUEST OF ANY SUCH PERSON,  A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH 30, 2003 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION  (INCLUDING THE FINANCIAL  STATEMENTS AND THE
SCHEDULES THERETO, BUT EXCLUDING EXHIBITS).  SUCH REQUESTS SHOULD BE DIRECTED TO
CORPORATE SECRETARY, 1240 AVENIDA ACASO, CAMARILLO, CALIFORNIA 93012.




          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                            ADVANCED PHOTONIX, INC.
                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                AUGUST 22, 2003

The undersigned  hereby  constitutes and appoints  Richard D. Kurtz and M. Scott
Farese or any one of them, as proxies, with full power of substitution,  to vote
all  shares  of stock of  Advanced  Photonix,  Inc.  (the  "Company")  which the
undersigned  would be  entitled  to vote if  personally  present  at the  Annual
Meeting of  Stockholders  of the Company to be held at the  Company's  Corporate
office,  1240 Avenida  Acaso,  Camarillo,  California,  at 10:00  o'clock  A.M.,
Pacific  Time,  on August 22, 2003,  or at any  adjournments  or  postponements
thereof:

(1) Election of Directors

FOR all nominees listed below (except as marked to the contrary below) [  ]

WITHHOLD AUTHORITY to vote for all nominees listed below [  ]

Richard D. Kurtz, Ward Harper, M. Scott Farese, Stephen P. Soltwedel

(Instructions:  To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.)

(2) To transact  such other  business as may properly come before the meeting or
any adjournment or postponements thereof.

                         (PLEASE SIGN ON REVERSE SIDE)
--------------------------------------------------------------------------------
THIS  PROXY  WHEN  PROPERLY  EXECUTED  WILL  BE  VOTED  AS  SPECIFIED,  OR IF NO
SPECIFICATIONS  ARE MADE,  WILL BE VOTED BY THE PROXIES FOR THE  ELECTION OF THE
ABOVE  NOMINEES FOR DIRECTOR,  AND TO USE THEIR  DISCRETION TO VOTE ON ANY OTHER
MATTER AS MAY PROPERLY COME BEFORE THE MEETING.

THE UNDERSIGNED HEREBY ACKNOWLEDGES  RECEIPT OF THE NOTICE OF MEETING AND ANNUAL
REPORT FURNISHED HEREWITH.

Dated:_____________________, 2003

_________________________________
Signature of Stockholder

_________________________________
Signature of Stockholder

Note:  When signing as  attorney-in-fact,  executor,  administrator,  trustee or
guardian, please add your title as such, and if signer is a corporation,  please
sign with full corporate name by duly  authorized  officer or officers and affix
the  corporate  seal.  Where stock is issued in the name of two or more persons,
all such  persons  should  sign.  Please  date,  sign and return in the enclosed
envelope promptly.