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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Date of Report:  December 4, 2002



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



           MINNESOTA                 0-16106                41-1347235
(State of other jurisdiction   (Commission File No.)      (IRS Employer
       of incorporation)                              Identification Number)


                   2950 NE 84TH LANE, BLAINE, MN           55449
             (Address of principal executive offices)    (Zip Code)


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

    (Former name, former address and former fiscal year, if changed since last
                                  report):  N/A



ITEM 5.  OTHER EVENTS

     On December 3, 2002, our Chief Financial Officer, Robert M. Ringstad
resigned to accept the Chief Financial Officer position with Imaginet
Communications of Denver, CO.

ITEM 7.  EXHIBITS

Exhibit No.     Description
- -----------     -----------

99.1            Press Release dated December 4, 2002



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                                   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 hereunto duly authorized.


Dated:  December 4, 2002          APA OPTICS, INC.



                                  By /s/ Anil K. Jain
                                     ----------------
                                     Anil K. Jain, Chief Executive Officer
                                     Authorized Signatory



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