SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549

                         FORM 10-QSB

         [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended SEPTEMBER 30, 1996

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

        For the transition period from            to


                     Commission file number 0-8161


                           DIONICS, INC.
   (Exact name of Small Business Issuer as Specified in its Charter)


Delaware                                                     11-2166744
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or                                      Identification
Organization)                                                   Number)

                          65 Rushmore Street
                       Westbury, New York 11590
               (Address of Principal Executive Offices)

                            (516) 997-7474
           (Issuer's Telephone Number, Including Area Code)

Check  whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d)  of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                   Yes    X              No


State the number  of  shares  outstanding  of  each  of the Issuer's classes of
common equity, as of the latest practicable date:

              Common, $.01 par value per share: 3,683,678
                  outstanding as of November 1, 1996
                 (excluding 164,544 treasury shares).
<PAGE>

                  PART I - FINANCIAL INFORMATION

                           DIONICS, INC.


                  Index to Financial Information
                  Period Ended September 30, 1996



     Item                                         Page Herein

     Item 1 - Financial Statements:

     Introductory Comments                             3

     Condensed Balance Sheet                           4

     Condensed Statement of Operations                 6

     Statement of Cash Flows                           8

     Notes to Financial Statements                     9


     Item 2 - Management's Discussion and
         Analysis or Plan of Operation                 13


<PAGE>
                           DIONICS, INC.

                        SEPTEMBER 30, 1996


          The financial information herein is unaudited.   However,  in the

opinion   of   management,   such   information  reflects  all  adjustments

(consisting  only  of  normal  recurring  accruals)  necessary  to  a  fair

presentation of the results of operations  for  the periods being reported.

Additionally, it should be noted that the accompanying  condensed financial

statements  do  not  purport to be complete disclosures in conformity  with

generally accepted accounting principles.

          The results  of  operations  for the nine months ended September

30, 1996 are not necessarily indicative  of  the  results of operations for

the full fiscal year ended December 31, 1996.

          These condensed statements should be read in conjunction with the

Company's financial statements for the year ended December 31, 1995.


<PAGE>
                           DIONICS, INC.

                      COMBINED BALANCE SHEET



                                   September 30,  December 31,
                                   1996           1995
                                   (Unaudited)    (Unaudited)

A S S E T S


CURRENT ASSETS:
  Cash                             $208,000       $147,000
  Accounts Receivable Trade
    (Less Estimated Doubtful
    Accounts of $5,000 in 1996
    and $5,000 in 1995) Note 3      214,600        187,400
  Inventory - Notes 1 and 3         380,400        354,100
  Prepaid Expenses and Other-
    Current Assets                   20,400         30,900

     Total Current Assets           823,400        719,400


PROPERTY, PLANT AND
  EQUIPMENT - Note 3
    At Cost Less Accumulated
      Depreciation of
      $1,616,300 in 1996 and
      $1,594,200 in 1995             70,100         89,700



DEPOSITS AND OTHER ASSETS -
  Note 2                             25,200         26,800


     Total                         $918,700       $835,900


<PAGE>
                           DIONICS, INC.

                      COMBINED BALANCE SHEET


                                   September 30,  December 31,
                                   1996           1995
                                   (Unaudited)    (Unaudited)

L I A B I L I T I E S


CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 3)                $   27,900     $   36,900
  Accounts Payable                     77,100         48,700
  Accrued Expenses                     48,400         48,200

     Total Current Liabilities        153,400        133,800


Deferred Compensation Payable -
  (Note 2)                            428,700        386,100
Long-Term Debt Less Current -
  Maturities - (Note 3)               837,200        843,300

     Total Liabilities              1,419,300      1,363,200

CONTINGENCIES AND COMMENTS


SHAREHOLDERS' EQUITY


Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,648,222 Shares in
    1996 and 3,648,222 in 1995         36,400         36,400

Additional Paid-in Capital          1,522,800      1,522,800
(Deficit)                          (1,839,200)    (1,865,900)

                                     (280,000)      (306,700)
Less: Treasury Stock at Cost
  164,544 Shares in 1996 and
  164,544 Shares in 1995             (220,600)      (220,600)

     Total Shareholder's Equity
       (Deficit)                     (500,600)      (527,300)

          Total                    $  918,700     $  835,900

<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS


                                       THREE MONTHS ENDED
                                          SEPTEMBER 30,
                                      1996            1995
                                   (UNAUDITED)    (UNAUDITED)

SALES                              $  419,800     $  341,300


COST AND EXPENSES:
  Cost of Sales (Including
    Research and Development
    Costs)                            298,000        255,900
  Selling, General and
    Administrative Expenses            76,200         72,100

     Total Costs and Expenses         374,200        328,000

NET INCOME FROM OPERATIONS             45,600         13,300

INTEREST AND OTHER INCOME               1,200            900

                                       46,800         14,200

OTHER DEDUCTIONS:
  Interest Expenses                    18,100         23,700


NET INCOME (LOSS) FOR THE PERIOD   $   28,700     $   (9,500)


NET INCOME (LOSS) PER SHARE        $     .008     $    (.003)


Average Number of Shares
  Outstanding Used in
  Computation of Per Share
  (Loss)                            3,483,678      3,483,678


<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS



                                        NINE MONTHS ENDED
                                          SEPTEMBER 30,
                                       1996           1995
                                   (UNAUDITED)    (UNAUDITED)


SALES                              $1,104,600     $  946,200


COST AND EXPENSES:
  Cost of Sales (Including
    Research and Development
    Costs)                            784,200        709,600
  Selling, General and
    Administrative Expenses           242,900        225,700

     Total Costs and Expenses       1,027,100        935,300


NET INCOME FROM OPERATIONS             77,500         10,900

INTEREST AND OTHER INCOME               3,600          3,000

                                       81,100         13,900
OTHER DEDUCTIONS:
  Interest Expenses                    54,400         69,500


NET INCOME (LOSS) FOR THE
  PERIOD                           $   26,700     $  (55,600)


NET INCOME (LOSS) PER SHARE        $     .008     $    (.016)


Average Number of Shares
  Outstanding Used in
  Computation of Per Share
  (Loss)                            3,483,678      3,483,678

<PAGE>

                           DIONICS, INC.

                      STATEMENT OF CASH FLOWS

           NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


                                            1996       1995

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                         $ 26,700   $ (55,600)
  Adjustment to Reconcile Net Income
    (Loss) to Net Cash Used for
    Operating Activities:
      Depreciation and Amortization           22,000      51,100
      Deferred Compensation and
        Related Interest                      42,600      58,700
  Changes in Operating Assets and
    Liabilities:
      (Increase) Decrease in Accounts
        Receivable                           (27,200)     48,000
      (Increase) Decrease in Inventory       (26,300)    (76,400)
      (Increase) Decrease in Prepaid
        Expenses and Other Current Assets     10,500      12,700
      (Increase) Decrease in Deposits and
        Other Assets                           1,600       1,600
      Increase (Decrease) in Accounts
        Payable                               28,400     (11,600)
      Increase (Decrease) in Accrued
        Expenses                                 200     (23,600)

     Net Cash provided from Operating
       Activities                             78,500       4,900
CASH FLOWS USED FOR FINANCING ACTIVITIES:
  Repayment of Debt                          (15,100)     (3,200)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Equipment                       (2,400)        -0-


NET INCREASE (DECREASE) IN CASH               61,000       1,700

CASH - Beginning of Period                   147,000      84,900

CASH - End of Period                        $208,000   $  86,600

<PAGE>
                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 30, 1996


NOTE 1 -  INVENTORY:

          Inventory is stated at the lower of cost (which
          represents  cost  of materials and manufacturing costs ona first-
          in, first-out basis) or market, and arecomprised of the following:

                                   September 30,  December 31,
                                   1996           1995
                                   (Unaudited)    (Unaudited)

          Finished Goods           $ 24,000       $ 25,200

          Work-in-Process           250,800        236,900

          Raw Materials              59,700         50,300

          Manufacturing
               Supplies              45,900         41,700



             Total                 $380,400       $354,100



NOTE 2 -  DEFERRED COMPENSATION PAYABLE:

          In 1987 the company  entered  into  an  agreement  with  itschief
executive  officer  which  provided for payments tohim commencing with  the
year in which he reaches theage65,  provided  that  the  officer  does  not
voluntarilyterminate his employment prior to attaining age 65.Suchagreement
further  provides  that   in the event ofdeath or if the company terminates
the employment ofthe officer  prior  to age 65 such payments are tocommence
during the month subsequent to such event.

          The  company  has  an  insurance   policy  on  the  life  of  the
aforementioned officer in an amount sufficient  to  fundthe  death benefits
described  above.   At  December  31,1995 the cash surrender value  on  the
existing policyapproximated $4,100 and is included in other assets.

<PAGE>

                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 30, 1996


NOTE 3 -  LOANS PAYABLE - APPLE BANK:

Effective as of January 31,  1994,  the Company and AppleBank for
Savings  (the  "Bank")  entered  into a restruc-turing  Agreement
whereby  the  Bank  agreed   to forgive  a  portion  of  existing
indebtedness of  the Company and  to restructure the balance.  In
October 1988, the Company had obtained from the Bank a Commercial
Equity Line in the original principal  amount  of $1 million (the
"Original Mortgage") and in 1990 the Company had obtained certain
other asset-based loans from the bank in the principal  amount of
$283,850  (the  "1990  Loans").  Pursuant  to  the  Restructuring
Agreement.

    A.  The bank has forgiven $376,146.59 of accrued
and unpaid interest stemming from the Original Mortgage
and the 1990 Loans.

    B.  The 1990 Loans have been replaced by a newterm  loan  in
the  principal amount of $283,850, ("TermLoan A") structured over two five-
year periods.   Duringthe  first  five-year  period,  the  Company will pay
interest only, computed at an annual rate of 6.0percent.  Of  that  amount,
only  one-third  (2.0  percent)will  be payable monthly, with the remainder
accruing  and becoming part of unpaid  principal  at the end of that period.
During the second five-year period, the balance due  will  be repaid over 60
equal  monthlyinstallments, plus interest at Prime plus two  percenton  the
unpaid balance.

   C.  The remaining balance of $750,000 outstanding
on the Original Mortgage Loan has been replaced by a
new $415,000 Mortgage Loan plus two additional Term
Loans of $167,500 each.  These are treated as follows:

The new $415,00 Mortgage Loan ("Mortgage Loan B") has a
five-year term and carries an annual interest rate of7.5 percent.
For the first two years of Mortgage Loan B, the Company is obligated to make
payments  of interest only, on a monthly basis.  Thereafter, monthly payments
will include  interest  plus  the  amount  of$1,921.30 which began in April
1996, towards reduction of debt.  At the end  of  the  five-year period, the
then-remaining principal ($347,754.50) will be due.

<PAGE>
                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 30, 1996

NOTE 3 -  LOANS PAYABLE - APPLE BANK - (Continued)

The  first  new  Term  Loan   ("Term  Loan  C") stemming  from the
Original  Mortgage  has  a  face  amount  of $167,500 and carries  the  same
interest  rate  and  payment  terms over two five-year  periods  as  the  new
$283,850 Term Loan A described in Paragraph B above.

The second new Term Loan ("Term Loan D") stemming from
the Original Mortgage  also  has  a  face  amount of $167,500, but
carries  an annual interest rate of 4.0percent, none of  which  is  payable
during the  initial five-year  period.  This interest will accrue and will be
added to the principal at the end  of  the first five-year period.  The new
total balance due will be repaid over the  second  five-year  period with 60
equal monthly installments  plus  interest of Prime plus two percent  on the
unpaid balance.

    D. Term Loans A and C also carry convertibility  rights under 
which the Bank  may, at its sole discretion, exchange debt for Common Stock
in the Company at prices  ranging  from $.75 per share
up to $1.25 per share, depending  on  the  date  of  such conversion,
provided,  however,  that the aggregate number of shares that the  Bank  may
acquire will not exceed 15 percent of the number of then outstanding shares
of the Company's Common Stock, subject to certain anti-dilution rights.

   E. Having met, in 1994 and 1995, certain particular financial
performance  standards  as  calledfor  in  the January 3, 1994  Debt
Restructuring Agreement, the Company has qualified  in  full for the
Forgiveness of specific elements  of its debt.  While according to the terms
of the Agreement, the actual forgiveness  is  due  to be formally granted on
"the interim Maturity Date" (Jan. 31, 1999), the  Company has,  in the
interests of more accurately describing its over-all debt situation, decided
to adopt those changes in its current and future reports.  The forgiveness
will cover all of the principal and accrued interest on Term Loan D and all
of the accrued interest on both Term Loans A and C, as more fully described
in the above-referenced Debt Restructuring Agreement.


<PAGE>
                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 30, 1996


NOTE 3 -  LOANS PAYABLE - APPLE BANK (CONTINUED)

    All the Company's Assets are pledged to the foregoing loans.

    In September 1994,  the  Company  was  advised  that the foregoing
loans were purchased from the Bank by D.A.N. Joint Venture, a Limited
Partnership, an affiliate of the Cadle Company.

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation


A.   LIQUIDITY AND CAPITAL RESOURCES

     Effective  January  31,  1994, the  Company  signed  a  "RESTRUCTURING
AGREEMENT"  between  DIONICS, INC.  and  APPLE  BANK  FOR  SAVINGS,"  which
successfully completed  negotiations  for  a total restructuring of all its
debts  with Apple Bank.  During the previous  three  years,  the  Company's
inability  to pay either interest or principal had kept its loans in a non-
performing default  status.   With  the  signing of this new Agreement, the
previous default condition was thus cured, an amount of $376,146.59 in past
due interest was forgiven, and numerous other  favorable  changes were made
to the debt and payment obligations of the Company.

     Also,  as  of  December  31,  1995, the Company had fully met  certain
financial performance standards called  for  in  that  same Agreement, thus
qualifying for additional Forgiveness of both $167,500 of  Debt and $45,000
of  Deferred  Interest,  for  a  total  of  $213,000.  Although the  actual
Forgiveness is due to be granted on the "Interim  Maturity  Date"  (January
31, 1999) as called out in the Agreement, the Company has, in the interests
of  more  clearly  describing its over-all debt situation, decided to adopt
those changes in its  current  and  future  reports.   See  Note  3  to the
Financial Statement for a description of the Restructuring Agreement.   (In
September  of  1994,  the Company was advised that the above loans had been
purchased from Apple Bank  by  D.A.N. Joint Venture, a Limited Partnership,
and an affiliate of The Cadle Company.   All  terms  and  conditions remain
unchanged.)

     The above Agreement, plus favorable settlements of several other large
Accounts Payable, have provided the Company with some measure  of relief in
its  debt  servicing  requirements.  As of September 30, 1996 the Company's
ratio of Current Assets  to Current Liabilities is 5.37, down slightly from
6.34 at September 30, 1995  but  improved  from 4.52 at September 30, 1994.
To  the  extent  that  this  ratio  is indicative  of  near-term  financial
strength, these recently elevated levels  may be considered a very positive
sign for the Company.

     Management  has continued its search for  additional  Working  Capital
with which to provide  growth  momentum for the Company.  There are several
on-going contacts with potential  sources,  although  no  assurance  can be
given of any successful outcomes.  The Company is currently able to support
its  operations  while striving to convert them to a more strongly positive
cash flow basis.   Working  Capital  at  September 30, 1996 was $670,000 as
compared to $561,600 at September 30, 1995  and  $505,800  at September 30,
1994.

<PAGE>

B.   RESULTS OF OPERATIONS

     Sales in the Third Quarter of 1996 were $419,800, up 23  percent  from
the  $341,300  achieved  in  the same period last year, and up 22.5 percent
from the $342,800 level achieved in the Second Quarter of this year.

     The Gross Profit Margin in  the  Third Quarter of 1996 was 29 percent,
as compared to 25 percent in the same period  last  year  and 31 percent in
the Second Quarter of 1996.  The recent increases are primarily  attributed
to efficiency advantages of scale related to sales volume improvements.

     Selling,  General and Administrative Expenses in the Third Quarter  of
1996 were $76,200,  or  18  percent of Sales, as compared to $72,100, or 21
percent  of Sales in the same  period  last  year.   Selling,  General  and
Administrative  Expenses in the current period were also down slightly from
$77,800, or 22.7 percent of Sales, in the Second Quarter of 1996.

     The Company  showed  a  Profit from Operations of $45,600 in the Third
Quarter of 1996, as compared to  a Profit from Operations of $13,300 in the
same period last year, and up further  from the $31,800 level of the Second
Quarter  of  1996.  The improvement in the  consecutive-quarter  comparison
stems from both  increased sales volume and a more favorable mix of products
sold in the later period.

     Interest Expenses  in  the  Third  Quarter  of  1996  were  $18,100 as
compared to $23,700 in the same period last year, and $18,100 in the Second
Quarter  of  1996.   The  decrease in Interest Expenses in the 1996 periods
derive from more favorable  treatment  of the Company's debt as outlined in
the  Restructuring  Agreement between Dionics,  Inc.  and  Apple  Bank  for
Savings, dated January 31, 1994.

     The Company showed  a  Net  Profit of $28,700 for the Third Quarter of
1996 as compared to a Net Loss of  $9,500 in the same period last year, and
further improved from a Net Profit of  $14,900  in  the  Second  Quarter of
1996.  The improvement in the consecutive-quarter performance stems  from a
more  favorable  mix  of  products  being sold in the later period, and the
efficiency benefits from increased volume.

     For the Nine-Months of 1996, the  Company saw its Sales level increase
16.7 percent from the Nine-Months of 1995,  rising  to  $1,104,600  in 1996
from $946,200 in 1995.  The Gross Profit Margin also improved, rising to 29
percent  in  the Nine-Months of 1996 from 25 percent in the Nine-Months  of
1995.  The Company  showed a Profit from Operations of $77,500 in the Nine-
Months of 1996 as compared  to  a  Profit from Operations of $10,900 in the
Nine-Months of 1995.  Interest Expenses  decreased  to $54,400 in the Nine-
Months of 1996 as compared to $69,500 in the Nine-Months of 1995.

     As a result of the above, the Company showed a Net  Profit  of $26,700
in  the  Nine-Months  of  1996 as compared to a Net Loss of $55,600 in  the
Nine-Months of 1995.

<PAGE>

     In recent years, the Company  has  been  striving  to  correct its two
basic problems: one, past debts, primarily to the Bank; and two,  currently
unprofitable  operations.   With  the 1993 sale of one of its two buildings
and  the  successful  negotiation  of  the  subsequent  Debt  Restructuring
Agreement, the first problem area has been  put  onto  a  manageable basis.
The  Company  is  no  longer  in  default  and is able, for the foreseeable
future,  to  manage  its  debt obligations under  the  new  debt  repayment
schedule.  The Company has  even  been  able  to  further reduce that debt,
along  with  certain  interest  charges,  by  meeting particular  financial
performance  standards  for  1994  and 1995, as called  out  in  that  Debt
Restructuring Agreement.

     Concerning  its second major problem  area,  the  need  for  currently
profitable operations,  the  Company  has  both survived during a period of
little or no working capital yet also made slow  but steady progress toward
reaching its goal of profitability.  While its cost-reduction  efforts have
clearly helped to keep the Company alive, they were not able to provide the
Sales  growth  needed  for  earnings.  To increase Sales, the Company  must
continue to stimulate greater market use of its Photovoltaic MOSFET-drivers
and Solid State Relays, as well  as  other  new and mature products.  These
products  have all combined recently to help boost  Sales  volume  by  16.7
percent in the Nine-Months of 1996, with the result that the Company is now
showing a Net  Profit.   It may now be reasonably assumed that 1996 will be
the first profitable full-year  the  Company  will  experience  in the last
decade.   Management  is  determined  to  continue  pursuing  further sales
increases of our numerous products, and hopes to succeed in this  challenge
as  it has in the debt-resolution challenge.  Risks of failure persist,  of
course,  but  it should also be noted that the Company has recently taken a
number of significant  steps back from the brink, and is continuing to move
steadily, if slowly, in the right direction.

<PAGE>

                   PART II  -  OTHER INFORMATION


Item 1.   Legal Proceedings

          None


Item 2.   Changes in Securities

          None


Item 3.   Defaults Upon Senior Securities

          None


Item 4.   Submission of Matters to a Vote
          of Security-Holders

          None


Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits. There are no exhibits applicable to this Form 10-QSB.


          (b)  Reports on Form  8-K.   Listed  below are Current Reports on
               Form 8-K filed by the Registrant  during  the fiscal quarter
               ended September 30, 1996:

               None


<PAGE>


                            SIGNATURES


           In  accordance  with the requirements of the Exchange  Act,  the
Registrant  caused  this  Report   to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.





                                   DIONICS, INC.
                                   (Registrant)



Dated: November 11, 1996           By:  /s/Bernard Kravitz
                                        Bernard Kravitz,
                                        President


Dated: November 11, 1996           By:  /s/Bernard Kravitz
                                        Bernard Kravitz,
                                        Principal Financial Officer


<PAGE>