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:  August 8, 2003



                                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 7. FINANCIAL STATEMENTS AND EXHIBITS

     On  July  2,  2003,  we  completed  the  acquisition  of  certain assets of
Americable,  Inc.  ("Americable").  Pursuant  to the terms of the Asset Purchase
Agreement  dated  June  27,  2003,  APA  Acquisition,  Inc.,  our  wholly-owned
subsidiary,  acquired  certain  assets of Americable.  The transaction closed on
July  2,  2003.  APA Optics, Inc. ("APA") reported the acquisition on a Form 8-K
dated  July  2,  2003. Under the requirements of Form 8-K, Item 7(a)(2) and Item
7(a)(4),  APA 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  Americable  are included as
          Exhibit  99.2:

          (i)  Report  of  Independent  Certified  Public  Accountants;

          (ii) Balance  Sheets,  Statements  of  Operations,  Statements  of
               Shareholders'  Equity  (Deficit) and Statements of Cash Flows for
               the  years  ended  December  31,  2002  and  2001;

          (ii) 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 March 31,
               2003;

          (ii) Pro  Forma Condensed Consolidated Statement of Operations for the
               year  ended  March  31,  2003;

         (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:  August 8, 2003               APA OPTICS, INC.



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