Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         March 8, 2005

                             Advanced Photonix, Inc.
             (Exact Name of Registrant as specified in its Charter)

         Delaware                   1-11056                    33-0325836
 (State or other jurisdiction    (Commission                  (IRS Employer
       of incorporation)         File Number)               Identification No.)

     1240  Avenida Acaso, Camarillo, California                    93012
    (Address of Principal Executive Offices)                     (ZIP Code)

Registrant's telephone number, including area code:         (805) 987-0146

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

Item 1.01         Entry into a Material Definitive Agreement.

On March 14, 2005, Advanced Photonix, Inc. ("API") filed an 8-K (the "Form 8-K")
with the Securities and Exchange  Commission  announcing that API and its wholly
owned subsidiary,  Michigan  Acquisition Sub, LLC ("Newco"),  a Delaware limited
liability company, entered into an Agreement and Plan of Merger with Picotronix,
Inc.  (doing  business as and  referred to herein as  "Picometrix"),  a Michigan
corporation, Robin Risser and Steven Williamson, the stockholders of Picometrix,
whereby  Picometrix  will  merge  with and into  Newco,  with  Newco  being  the
surviving  entity.  The Form 8-K is hereby  being  amended to  reflect  that the
employment  agreements for both Mr. Risser and Mr. Williamson will provide for a
base  salary of  $185,000  per year for each of them.  Any  reference  to a base
salary of $200,000 in the Form 8-K is hereby amended.

Exhibits: None


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.

                                 By:  /s/ Richard Kurtz
                                      Richard Kurtz, Chief Executive Officer

Dated: March 15, 2005