Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Graeff Scott A
 2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2006		 3. Issuer Name and Ticker or Trading Symbol
LUNA INNOVATIONS INC [LUNA]
(Last)
(First)
(Middle)
C/O LUNA INNOVATIONS INCORPORATED, 2851 COMMERCE STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO, Executive VP Corp. Dev.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BLACKSBURG, VA 24060		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 05/20/2015 Common Stock 56,524 $ 0.3538 D  
Employee Stock Option (Right to Buy)   (2) 06/03/2015 Common Stock 22,610 $ 0.3538 D  
Employee Stock Option (Right to Buy)   (3) 07/01/2015 Common Stock 56,524 $ 0.3538 D  
Employee Stock Option (Right to Buy)   (4) 08/01/2015 Common Stock 90,437 $ 0.3538 D  
Employee Stock Option (Right to Buy)   (5) 02/08/2016 Common Stock 84,785 $ 1.7692 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graeff Scott A
C/O LUNA INNOVATIONS INCORPORATED
2851 COMMERCE STREET
BLACKSBURG, VA 24060		       CFO, Executive VP Corp. Dev.  

Signatures

/s/ Aaron S. Hullman, Esq., Attorney-in-Fact 06/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 100% of the option shares became exercisable on May 20, 2005.
(2) 100% of the option shares became exercisable on June 3, 2005.
(3) 1/4 of the option shares will become exercisable on July 1, 2006. The remaining option shares are exercisable at a rate of 1/36 per month thereafter.
(4) 100% of the option shares became exercisable on August 1, 2005.
(5) 1/4 of the option shares will become exercisable on February 8, 2007. The remaining option shares are exercisable at a rate of 1/36 per month thereafter.

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