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

                                   FORM 10-QSB

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

                For the quarterly period ended December 28, 2003

                                       OR

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



                           Commission file no. 1-11056

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the Laws of Delaware



                   IRS Employer Identification No. 33-0325826

                     1240 Avenida Acaso, Camarillo, CA 93012

                                 (805) 987-0146



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 such  filing
requirements for the past 90 days. Yes [X] No [ ]

On February 9, 2004, 13,447,059 shares of Class A Common Stock, $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.





                             ADVANCED PHOTONIX, INC.

                                      INDEX


                                                                           PAGE
PART I       FINANCIAL INFORMATION

  Item 1.    Financial Statements (Unaudited)

             Consolidated Balance Sheet at December 28, 2003              3 - 4

             Consolidated Statements of Operations for the three and nine
               month periods ended December 28, 2003 and December 29, 2002  5

             Consolidated Statements of Cash Flows for the nine month
               periods ended December 28, 2003 and December 29, 2002        6

             Notes to Consolidated Financial Statements                   7 - 10

  Item 2.    Management's Discussion and Analysis                        11 - 14

  Item 3.    Controls and Procedures                                       14

PART II      OTHER INFORMATION                                             14

             SIGNATURES                                                    15




                                       2






                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                              AT DECEMBER 28, 2003
                                   (UNAUDITED)


---------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
                                                                         
Cash and cash equivalents                                                   $              629,000
Short-term investments                                                                   1,700,000
Accounts receivable, less allowance of $14,000                                           2,135,000
Inventories                                                                              2,492,000
Prepaid expenses and other current assets                                                  350,000
                                                                            -----------------------------
         Total Current Assets                                                            7,306,000
                                                                            -----------------------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                            4,981,000
Less accumulated depreciation and amortization                                          (3,430,000)
                                                                            -----------------------------
             Total Equipment and Leasehold Improvements                                  1,551,000
                                                                            -----------------------------

OTHER ASSETS
Goodwill, net of accumulated amortization of $353,000                                    2,439,000
Patents, net of accumulated amortization of $46,000                                         17,000
Other                                                                                       74,000
                                                                            -----------------------------
             Total Other Assets                                                          2,530,000
                                                                            -----------------------------
TOTAL ASSETS                                                                $           11,387,000
                                                                            =============================




                 See notes to consolidated financial statements.




                                       3






                             ADVANCED PHOTONIX, INC.

                     CONSOLIDATED BALANCE SHEET - Continued
                              AT DECEMBER 28, 2003
                                   (UNAUDITED)

-------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
                                                                         
Line of credit                                                              $             900,000
Accounts payable                                                                          509,000
Accrued salaries, wages and benefits                                                      330,000
Current portion of capital lease payable                                                   21,000
Other                                                                                      69,000
                                                                            ---------------------------
         Total Current Liabilities                                                      1,829,000
                                                                            ---------------------------

Capital lease payable, net of current portion                                              12,000
                                                                            ---------------------------

COMMITMENTS AND CONTINGENCIES
Class A redeemable convertible preferred stock, $.001 par value; 780,000                   32,000
         shares authorized; 40,000 shares issued and outstanding
                                                                            ---------------------------
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 10,000,000 shares authorized;
         780,000 shares designated Class a redeemable convertible;
         no shares issued and outstanding other than Class A                                 --
         redeemable convertible
Class A common stock, $.001 par value; 50,000,000 shares  authorized;                     13,000
         13,447,059 shares issued and outstanding
Class B common stock, $.001 par value; 4,420,113 shares authorized;                          --
         31,691 shares issued and outstanding

Additional paid-in capital                                                            27,688,000
Accumulated Deficit                                                                  (18,187,000)
                                                                            ---------------------------
             Total Shareholders' Equity                                                9,514,000
                                                                            ---------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $         11,387,000
                                                                            ===========================

                 See notes to consolidated financial statements.





                                       4






                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                   Three Months Ended                               Nine Months Ended
                                      ----------------------------------------------  ----------------------------------------------
                                        December 28, 2003       December 29, 2002       December 28, 2003       December 29, 2002
                                      ----------------------  ----------------------  ----------------------  ----------------------

                                                                                                          
SALES                                         $2,933,000              $2,603,000              $8,836,000              $5,989,000
Cost of goods sold                             1,895,000               1,737,000               5,801,000               3,961,000
                                      ----------------------  ----------------------  ----------------------  ----------------------
GROSS PROFIT                                   1,038,000                 866,000               3,035,000               2,028,000

Research and development expenses                 32,000                 107,000                 189,000                 392,000
Marketing and sales expenses                     188,000                 271,000                 715,000                 728,000
General and administrative expenses              568,000                 454,000               1,544,000               1,175,000
                                      ----------------------  ----------------------  ----------------------  ----------------------

INCOME (LOSS) FROM OPERATIONS                    250,000                  34,000                 587,000                (267,000)
                                      ----------------------  ----------------------  ----------------------  ----------------------

OTHER INCOME
Interest income                                    5,000                  20,000                  15,000                  68,000

Interest expense                                  (7,000)                    --                  (25,000)                    --

Other, net                                         8,000                   7,000                  16,000                   5,000
                                      ----------------------  ----------------------  ----------------------  ----------------------
TOTAL OTHER INCOME                                 6,000                  27,000                   6,000                  73,000
                                      ----------------------  ----------------------  ----------------------  ----------------------

NET INCOME (LOSS)                             $  256,000               $  61,000               $ 593,000            $   (194,000)
                                      ======================  ======================  ======================  ======================
Basic and Diluted Earnings (Loss)             $      .02               $     .00               $     .04            $       (.02)
 Per Share
Weighted Average Number                       13,458,000              12,251,000              13,441,000              12,250,000
 of Common Shares Outstanding



                 See notes to consolidated financial statements.




                                       5






                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

For the nine month period ended                                                     December 28, 2003       December 29, 2002
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                                          
Net Income (Loss)                                                                       $ 593,000               ($ 194,000)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
     Depreciation                                                                         170,000                  173,000
     Amortization                                                                          58,000                   28,000
     Provision for Doubtful Accounts                                                      (29,000)                  35,000
     Provision for Obsolete Inventory                                                      47,000                   68,000
Changes in operating assets and liabilities:
     Short-term investments                                                              (300,000)                     --
     Accounts receivable                                                                  147,000                 (109,000)
     Inventories                                                                           89,000                  278,000
     Prepaid expenses and other current assets                                            (33,000)                (114,000)
     Other assets                                                                         (29,000)                (233,000)
     Accounts payable and accrued expenses                                               (522,000)                  39,000
                                                                                 ------------------------ -----------------------
Net cash provided by (used by) operating activities                                       191,000                  (29,000)
                                                                                 ------------------------ -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                                     (227,000)                 (41,000)
Purchase of selected net assets of Silicon Sensors, LLC                                       --                (1,799,000)
                                                                                 ------------------------ -----------------------
  Net cash used by investing activities                                                  (227,000)              (1,840,000)
                                                                                 ------------------------ -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock options                                                       --                     5,000
Proceeds from exercise of stock options                                                    63,000                    5,000
Repayment of Line of Credit                                                              (300,000)                     --
                                                                                 ------------------------ -----------------------
  Net cash provided by (used by) financing activities                                    (237,000)                  10,000
                                                                                 ------------------------ -----------------------

NET DECREASE IN CASH & CASH EQUIVALENTS                                                  (273,000)              (1,859,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                          902,000                3,083,000
                                                                                 ------------------------ -----------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                              $ 629,000              $ 1,224,000
                                                                                 ======================== =======================
                 See notes to consolidated financial statements.




                                       6




                             ADVANCED PHOTONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 28, 2003

                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Advanced  Photonix,  Inc. ("the  Company") and the Company's  wholly
owned subsidiaries, Silicon Sensors Inc. ("SSI") and Texas Optoelectronics, Inc.
("TOI") (See Note 2). These consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X and Regulation  S-B. All  significant  intercompany
accounts and transactions  have been eliminated in  consolidation.  Accordingly,
they do not  include all of the  information  and notes  required  by  generally
accepted accounting principles for complete financial statements. In the opinion
of management,  all  adjustments  (consisting of normal  recurring  adjustments)
necessary for a fair presentation have been included.  Operating results for the
nine month period ended December 28, 2003 are not necessarily  indicative of the
results  that may be expected  for the fiscal year ending  March 28,  2004.  For
further  information,  refer  to the  financial  statements  and  notes  thereto
included in the Advanced  Photonix,  Inc.  Annual  Report on Form 10-KSB for the
fiscal year ended March 30, 2003.


NOTE 2 - ACQUISITION

On August 21, 2002, SSI, a newly formed wholly owned subsidiary of API purchased
substantially all of the assets and selected liabilities of Silicon Sensors LLC,
a closely held manufacturer of  opto-electronic  semiconductor  based components
located in Dodgeville, Wisconsin. The purchase price was $1,718,675 in cash plus
the assumption of the Seller's trade accounts  payable and accrued  liabilities,
amounting  to approx.  $282,000.  The  Company  incurred  $79,000 of expenses in
connection with this acquisition. In addition, the Company entered into a 3 year
$225,000 non-compete  agreement with the majority member of Silicon Sensors, LLC
and is recording monthly amortization expense of $6,250.

On January 17, 2003,  the Company  purchased  all of the issued and  outstanding
shares  of  common  stock of TOI,  a  privately  owned  custom  manufacturer  of
opto-electric components and assemblies. The purchase price was 1,059,110 shares
of API Class A Common Stock  (issued at $0.92 per share) and repayment of a debt
of TOI in the amount of $1,200,000 representing principal and interest.





                                       7




NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net  Income  (Loss)  Per  Share:  Net  income  (loss)  per share is based on the
weighted  average  number of common shares  outstanding.  Such weighted  average
shares were  approximately  13,441,000  at December 28, 2003 and  12,250,000  at
December 29, 2002.  Net income (loss) per share  calculations  are in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" (SFAS 128). Accordingly,  "basic" net income (loss) per share is computed
by  dividing  net  income  (loss)  by the  weighted  average  number  of  shares
outstanding  for the year.  The impact of Statement  128 on the  calculation  of
earnings per share is as follows:



                                                Nine Months Ended            Nine Months Ended
    BASIC                                       December 28, 2003           December 29, 2002
    -----                                       -----------------           -----------------
                                                                         
    Average Shares Outstanding                     13,441,000                  12,250,000
    Net Income (Loss)                                 593,000                    (194,000)
    Basic Income (Loss) Per Share                     $  0.04                    ($  0.02)

    DILUTED
    -------
    Average Shares Outstanding                     13,441,000                  12,250,000
    Net Effect of Dilutive Stock Options
      based on the treasury stock method
      using average market price                      497,000                     240,000

    Total Shares                                   13,938,000                  12,490,000

    Net Income (Loss)                                 593,000                    (194,000)
    Diluted Earnings Per Share                    anti-dilutive               anti-dilutive

    Average Market Price of Common Stock             $  1.43                      $ 0.92
    Ending Market Price of Common Stock              $  2.13                      $ 0.83




Stock options granted to Company  employees,  directors,  and former owners were
excluded from the calculation of earnings per share in the financial  statements
because they were anti-dilutive for the periods reported:




                                       8




NOTE 3 - Continued



       Nine Months Ended December 28, 2003                        Nine Months Ended December 29, 2002
--------------------------------------------------         --------------------------------------------------
          No. of Shares             Exercise Price                   No. of Shares             Exercise Price
       Underlying Options             Per Share                   Underlying Options             Per Share
--------------------------------------------------         --------------------------------------------------
                                                                                       
              80,000                    1.8750                            16,000                   0.5000

              28,400                    2.5000                           126,000                   0.5630

               1,000                    3.0940                            25,000                   0.6100

             350,000                    3.1875                               500                   0.6250

              50,000                    5.3440                           416,668                   0.6700
--------------------------------------------------
             509,400                                                       5,000                   0.6875
==================================================
                                                                         126,000                   0.7500

                                                                         266,006                   0.8000

                                                                          76,250                   0.8600

                                                                          75,000                   1.0000

                                                                          14,500                   1.1875

                                                                          74,800                   1.2500

                                                                           4,000                   1.6250

                                                                          66,000                   1.8750

                                                                          35,500                   2.5000

                                                                           8,000                   3.0000

                                                                           1,000                   3.0940

                                                                         400,000                   3.1875

                                                                          50,000                   5.3440
                                                                --------------------------------------------------
                                                                       1,786,224
                                                                ==================================================



Inventories:  Inventories consist of the following:

                                                           December 28, 2003
                                                           -----------------
       Raw materials                                           $ 2,700,000
       Work in progress                                            991,000
       Finished products                                           119,000
                                                           -----------------
       Total inventories                                       $ 3,810,000
                                                           =================
       Less reserve                                               (900,000)
       Progress bill and customer prepaid inventory               (418,000)
                                                           -----------------
       Inventories, net                                        $ 2,492,000
                                                           =================


NOTE 4 - NEW ACCOUNTING PRONOUNCEMENTS

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
on Financial  Accounting Standard ("SFAS") 146, "Accounting for Costs Associated
with Exit or Disposal Activities",  which nullifies EITF Issue 94-3. SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002  and  requires  that a  liability  for a cost  associated  with  an exit or
disposal  activity be recognized when the liability is incurred,  in contrast to
the date of an entity's  commitment  to an exit plan,  as required by EITF Issue
94-3. The Company adopted the provisions of SFAS 146 on January 1, 2003.

                                       9



NOTE 4 - Continued

In  December  2002,  the  FASB  issued  SFAS  148  "Accounting  for  Stock-Based
Compensation--Transition and Disclosure", an amendment of FASB Statement No. 123
"Accounting for Stock-Based  Compensation" This Statement  provides  alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends the disclosure  requirements  of Statement 123 to require  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee  compensation and the effect of the method used on reported
results. The Company adopted SFAS 148 on January 1, 2003.

In  May  2003  the  FASB  issued  SFAS  150  Accounting  for  Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how an  issuer  of debt or  equity  classifies  and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those  instruments  were  previously  classified  as equity.  This  Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning after June 15, 2003.

In January 2003 the FASB issued  Interpretation  46  "Consolidation  of Variable
Interest  Entities,  an  interpretation  of ARB  No.  51".  This  Interpretation
requires  a Company to  consolidate  the  financial  statements  of a  "Variable
Interest  Entity"  ("VIE"),  sometimes also known as a "special purpose entity",
even if the entity  does not hold a majority  equity  interest  in the VIE.  The
Interpretation  requires  that  if a  business  enterprise  has  a  "controlling
financial  interest"  in a VIE,  the  assets,  liabilities,  and  results of the
activities of the VIE should be included in  consolidated  financial  statements
with  those  of the  business  enterprise,  even if it holds a  minority  equity
position.  This  Interpretation was effective  immediately for all VIE's created
after January 31, 2003;  for the first fiscal year or interim  period  beginning
after June 15, 2003 for VIE's in which a Company holds a variable  interest that
it acquired before February 1, 2003.

In December 2003, the FASB issued SFAS 132R. This Statement  revises  employers'
disclosures about pension plans and other postretirement  benefit plans. It does
not change the  measurement  or  recognition  of those  plans  required  by FASB
Statements  No.  87,  Employers'Accounting  for  Pensions,  No.  88,  Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits,  and No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions. This Statement retains the disclosure requirements
contained in FASB Statement No. 132,  Employers'  Disclosures about Pensions and
Other  Postretirement  Benefits,  which  it  replaces.  It  requires  additional
disclosures   to  those  in  the  original   Statement  132  about  the  assets,
obligations,  cash  flows,  and net  periodic  benefit  cost of defined  benefit
pension plans and other defined benefit  postretirement  plans. The Company will
adopt the provisions of SFAS 132R on January 1, 2004.


The  adoption  of these  pronouncements  will not have a material  effect on the
Company's financial position, results from operations or cash flows.





                                       10




Item 2.  Management's Discussion and Analysis

Application of Critical Accounting Policies
-------------------------------------------
Application of our accounting policies requires management to make judgments and
estimates about the amounts  reflected in the financial  statements.  Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in the  assumptions  and estimates.  Estimates are used for, but not limited to,
the accounting for the allowance for doubtful  accounts,  inventory  allowances,
restructuring  costs,  impairment costs,  depreciation and  amortization,  sales
discounts and returns,  warranty costs, taxes and contingencies.  Management has
identified the following  accounting policies as critical to an understanding of
our financial statements and/or as areas most dependent on management's judgment
and estimates.

Revenue Recognition
-------------------
We  generally  recognize  revenue  when  persuasive  evidence of an  arrangement
exists,  delivery has occurred, the price is fixed or readily determinable,  and
collectibility is probable;  which is generally the date of shipment.  Sales are
recorded net of sales returns and discounts.  We recognize revenue in accordance
with Staff  Accounting  Bulletin  No. 101,  "Revenue  Recognition  in  Financial
Statements."

Impairment of Long-Lived Assets
-------------------------------
We  continually  review the  recoverability  of the carrying value of long-lived
assets using the  methodology  prescribed  in Statement of Financial  Accounting
Standards (SFAS) 144,  "Accounting for the Impairment and Disposal of Long-Lived
Assets." We also review long-lived assets and the related  intangible assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value of such assets may not be  recoverable.  Upon such an occurrence,
recoverability  of these  assets  is  determined  by  comparing  the  forecasted
undiscounted net cash flows to which the assets relate,  to the carrying amount.
If the asset is  determined  to be unable to recover its  carrying  value,  then
intangible  assets,  if any,  are  written  down  first,  followed  by the other
long-lived  assets to fair value.  Fair value is determined  based on discounted
cash flows, appraised values or management's estimates,  depending on the nature
of the assets.

Deferred Tax Asset Valuation Allowance
--------------------------------------
We record a deferred  tax asset in  jurisdictions  where we  generate a loss for
income tax purposes.  Due to our history of operating losses, we have recorded a
full valuation  allowance  against these deferred tax assets in accordance  with
SFAS 109, "Accounting for Income Taxes," because, in management's  judgment, the
deferred tax assets may not be realized in the foreseeable future.

Inventories
-----------
Our  inventories are stated at standard cost (which  approximates  the first-in,
first-out method) or market.  Slow moving and obsolete  inventories are analyzed
quarterly.  To  calculate  a reserve  for  obsolescence,  we compare the current
on-hand  quantities with both the projected usages for a two-year period and the
actual usage over the past 12 months.  On-hand quantities greater than projected
usage are reserved at the standard unit cost. The  production,  engineering  and
purchasing departments review the initial list of slow-moving and obsolete items
to identify items that have alternative uses in new or existing products.  These
items are then excluded from the analysis.  The remaining  amount of slow-moving
and obsolete inventory is then reserved for.  Additionally,  non-cancelable open
purchase  orders for parts we are  obligated  to purchase  where demand has been
reduced may be  reserved.  Reserves  for open  purchase  orders where the market
price is lower than the purchase order price are also established.

                                       11


Accounts Receivable and Allowance for Doubtful Accounts
-------------------------------------------------------
The Allowance for Doubtful  Accounts is  established  by analyzing  each account
that has a balance over 90 days past due. Each account is individually  assigned
a probability of collection.  The total amount determined to be uncollectible in
the  90-days-past-due  category is then reserved  fully.  The percentage of this
reserve to the  90-days-past-due  total is then  established  as a guideline and
applied  to the  rest  of the  non-current  accounts  receivable  balance  where
appropriate.  When other  circumstances  suggest  that a  receivable  may not be
collectible,  it is immediately  reserved for, even if the receivable is not yet
in the 90-days-past-due category.

RESULTS OF OPERATIONS

The  Company's  net sales for the third  quarter ("Q3 04") and nine month period
("YTD 04") ended  December 28,  2003,  were $2.933  million and $8.836  million,
respectively.  As compared to the third quarter of the prior year ("Q3 03"), net
sales  increased by 13%, while year to date net sales  increased by 48% over the
same nine month period of the prior year ("YTD 02").

The  increase  in net sales for both the  quarter  and year to date  periods  is
attributable to the Company's acquisitions during the past year and is reflected
primarily in the  military/aerospace and automotive markets, which represent 38%
and  7%,   respectively,   of  total  year  to  date  revenues.   Sales  to  the
military/aerospace markets increased 31% over the same quarter of the prior year
and 65% year to date. Sales to the automotive markets, which represented only 1%
of prior year to date  sales,  increased  by  $148,000  for the  quarter  and by
$526,000  year to date.  Sales to the medical  and  industrial  sensing  markets
remained  strong,  comprising $4.9 million and representing 15% and 40% of total
year to date revenues,  respectively. The Company continues to expect that total
revenues for fiscal 2004 will show an increase of approximately  40% over fiscal
2003.

COSTS AND EXPENSES

Cost of goods sold  increased by $158,000 (9%) during Q3 04 and by $1.84 million
(46%) during YTD 04 as compared to the same  periods of the prior year.  Cost of
goods sold,  stated as a percentage of net sales,  decreased 2 percentage points
to 65% for Q3 04, as  compared  to 67% in Q3 03.  Year over year,  cost of sales
remained  flat at 66%,  resulting  in a year to date gross margin of 34%. As the
Company has  completed the  integration  of its last two  acquisitions  into our
California  and  Wisconsin  facilities,  we have  achieved a gross  margin level
indicative  of what can be expected at current sales levels and  throughout  the
remainder of the fiscal year. As revenues increase,  it is expected that margins
may  improve  slightly,  as there are a number of fixed  manufacturing  expenses
which are not anticipated to increase proportionately.

Research and development costs decreased by $75,000 (70%) to $32,000 in Q3 04 as
compared to Q3 03, and by  $203,000  (52%) year to date.  The  decrease in R & D
costs is the expected  result of the Company's plan to  restructure  and refocus
the R & D department on those projects which offer higher  commercial  potential
per dollar  spent.  During the  remainder of the fiscal  year,  we expect to see
continued decreases in R & D expenditures,  based on current revenue and project
trends.  However,  R & D costs can  vary,  depending  on the  level of  activity
associated  with  new  product   development   projects  or   customer-requested
development contracts.

                                       12


Marketing and sales expenses decreased by $83,000 (31%) to $188,000 in the third
quarter of 2004  compared to Q3 03 and by $13,000 (2%) to $715,000 year to date,
as compared to YTD 03. The quarterly  decrease is primarily due to a recovery of
amounts previously recorded as bad debt expense combined with reduced commission
expenses as  compared  to Q3 03. The year to date  decrease is the result of the
same bad debt  recovery  which has been offset by increases in salary and travel
expenses over fiscal 2003. As a percentage of net revenues,  marketing and sales
expenses  represent 6% for the quarter and 8% year to date. The Company  expects
that  marketing and sales  expenses  will  represent  approximately  9% of total
fiscal 2004 revenues.

General and  administrative  expenses increased by $114,000 (25%) to $568,000 in
Q3 04 as compared to $454,000 in Q3 03. Year to date, general and administrative
expenses  increased  by $369,000  (31%) to $1.544  million as compared to $1.175
million for YTD 03. The net increases in both quarterly and year to date periods
continue to be due to  increased  salary,  depreciation,  insurance  and outside
service/consultant  expenses  over  the  same  periods  in the  prior  year.  In
addition,  the  quarterly  increase  was  impacted by a  non-recurring  personal
property tax expense of $37,000 for the TOI facility in Texas. As the closing of
that facility has been completed,  no additional property taxes will be assessed
in the future. Thus, general and administrative  expenses stated as a percentage
of net sales were 19% for the quarter and 17% year to date.  Excluding  one-time
charges of  $37,000,  the Company  feels that the  current  level of general and
administrative  expenses is indicative of what can be expected for the remainder
of the year and  anticipates  that such expenses will  approximate  16% of total
revenues at year end.

The Company  reported net income of $256,000,  or $0.02 per share, and $593,000,
or $0.04 per share, for Q3 04 and YTD 04 respectively, as compared to net income
of $61,000 ($ 0.00 per share) and net loss of ($194,000)  (($.02) per share) for
the same periods of the prior year.

LIQUIDITY AND CAPITAL RESOURCES

At December  28, 2003 , the Company had cash,  cash  equivalents  and short term
investments  of $2.329  million  and  working  capital  of $5.477  million.  The
Company's  cash and cash  equivalents  decreased by $273,000  during nine months
ended  December  28,  2003,  which  included  a  $300,000  transfer  of  cash to
short-term investments, resulting in a net increase to total cash and short term
investments  of $27,000.  $63,000  was  obtained  through the  exercise of stock
options and  $191,000  was  obtained  through  operating  activities  (excluding
short-term   investments).   Cash  generated  from  the  reduction  of  accounts
receivable was offset by increases in prepaid expenses and decreases in accounts
payable and accrued liabilities, including a $300,000 reduction in the Company's
outstanding  line  of  credit.  In  addition,  $227,000  was  used  for  capital
expenditures   required  primarily  for  necessary  computer  and  manufacturing
equipment upgrades.

The Company is exposed to interest rate risk for marketable  securities.  Due to
continually  declining  interest rates available to the Company  pursuant to its
investment  policy,  the  Company  was able to achieve the best yields on liquid
money market and equity fund accounts and thus  transferred  the majority of its
available cash reserves from longer term investment instruments to such accounts
during the past year.  At December 28, 2003,  the Company held $1.7 million in a
highly  liquid  equity fund account  which  carries an average  interest rate of
1.3%.  During the  remainder  of 2004,  the  Company  will  continue  to monitor
available  interest rates and will attempt to utilize the best possible  avenues
of investment for its excess liquid assets.

                                       13


Item 3.   Controls and Procedures

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's  disclosure  controls and procedures within 90 days of the date of
this report and believe that the Company's  disclosure  controls and  procedures
are effective based on the required  evaluation.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the date of their  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.


FORWARD LOOKING STATEMENTS

The information  contained herein includes  forward looking  statements that are
based on assumptions  that management  believes to be reasonable but are subject
to  inherent  uncertainties  and risks  including,  but not  limited  to,  risks
associated  with  the  integration  of  newly  acquired  businesses,  unforeseen
technological  obstacles  which  may  prevent  or slow  the  development  and/or
manufacture  of new  products,  limited  (or slower than  anticipated)  customer
acceptance  of new  products  which  have  been and are being  developed  by the
Company,  the availability of other competing  technologies and a decline in the
general demand for optoelectronic products.


                            PART II OTHER INFORMATION

Items 1-5
None.

Item 6   Exhibits and Reports on Form 8-K
(a)      Exhibits
         31.1   Certification of the Registrant's Chairman, Chief Executive
                Officer, and Director pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002

         31.2   Certification of the Registrant's  Chief Financial Officer
                and Secretary  pursuant to Section 302 of the  Sarbanes-Oxley
                Act of 2002

         31.3   Certification of the Registrant's President pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002

         32.1   Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K
         None.


                                       14



                                   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.

                                          Advanced Photonix, Inc.
                                          (Registrant)


Date:    February 10, 2004                /s/ Richard D. Kurtz
         -----------------                --------------------
                                          Richard D. Kurtz
                                          Chairman, Chief Executive Officer
                                            and Director


                                          /s/ Susan A. Schmidt
                                          --------------------
                                          Susan A. Schmidt
                                          Chief Financial Officer and Secretary


                                          /s/ Paul D. Ludwig
                                          ------------------
                                          Paul D. Ludwig
                                          President



                                       15