(a)

On and effective October 16, 2012, the Board of Directors (the "Board") of Advanced Photonix, Inc. (the "Company") approved an amendment and restatement to the Company's by-laws (the "By-Laws"). The amendment and restatement made the following changes to the By-Laws:

? Moved the provisions creating the position of Chairman of the Board ("Chairman") from Article III (Officers) to Article II (Directors) to clarify that the Chairman will discharge his responsibilities as a member of the Board and not as an officer of the Company;

? Deleted the requirement that the Chairman must be an executive officer of the Company;

? Granted the Chairman the authority to call special meetings of the Board; and

? Deleted the provision in Article VII (Bills, Notes, Etc.) which previously empowered the Chairman to sign all bills payable, notes, checks or other negotiable instruments on behalf of the Company.

A copy of the By-Laws as amended is filed as Exhibit 3.1 to this Current Report on Form 8-K. The above description is qualified in its entirety by reference to the full text of the Company's Amended By-Laws, which are attached hereto as Exhibit 3.1 and incorporated by reference herein.

(d) Exhibits

Exhibit
Number  Exhibit

3.1     Amended By-Laws of Advanced Photonix, Inc. (as amended October 16, 2012)