UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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:  May 23, 2003



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



           MINNESOTA                  0-16106                41-1347235
 (State of other jurisdiction     (Commission File          (IRS Employer
      of incorporation)                  No.)           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  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

     On  March  14,  2003,  we  completed  the  acquisition of certain assets of
Computer  System  Products,  Inc.  ("CSP").  Pursuant  to the terms of the Asset
Purchase  Agreement dated March 3, 2003, APA Acquisition, Inc., our wholly-owned
subsidiary  acquired  certain  assets and assumed certain related liabilities of
CSP.  The  transaction  closed  on  March  14,  2003.  APA  Optics, Inc. ("APA")
reported  the  acquisition  on  a  Form  8-K  dated  March  28,  2003. Under the
requirements  of  Form 8-K, Item 7(a)(2) and Item 7(a)(4), the Company has sixty
days  from  the  date on which the Form 8-K was required to be filed to file the
required  financial  statements  and  pro  forma  financial  information.  This
amendment  provides the financial statements and pro forma financial information
required  by  Regulation  S-X.

     a.   Financial Statements of Business Acquired

          The following financial statements of CSP are included as Exhibit
          99.2:

               (i)   Auditor's Report of Grant Thornton LLP;

               (ii)  Auditor's Report of Larson Allen Weishair LLP;

               (iii) Statement of Operations, Statement of Changes in
                     Shareholders' Deficit and Statement of Cash Flows for the
                     years ended December 31, 2002 and 2001;

               (iv)  Notes to Financial Statements.



     b.   Pro Forma Financial Information

          The following unaudited pro forma condensed consolidated financial
          statements are attached as Exhibit 99.3:

               (i)  Pro Forma Condensed Consolidated Balance Sheet as of
                    December 31, 2002;

               (ii) Pro Forma Condensed Consolidated Statement of Operations for
                    the year ended December 31, 2002 and March 31, 2002;

               (iii) Notes to Pro Forma Condensed Consolidated Financial
                    Statements.


ITEM  7.  EXHIBITS


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

99.2             Financial Statements of Business Acquired

99.3             Pro Forma Financial Information



                                   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: May 23, 2003                APA OPTICS, INC.



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