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 JUNE 30, 1998

      [ ] 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 August 1, 1998
               (excluding 164,544 treasury shares).

<PAGE>
                  PART I - FINANCIAL INFORMATION

                           DIONICS, INC.


                  Index to Financial Information
                    Period Ended June 30, 1998



     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            15


<PAGE>
                           DIONICS, INC.


                          June 30, 1998



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 six months  ended  June 30, 1998  are not

necessarily  indicative of the results of operations for  the  full  fiscal

year ending December 31, 1998.



These condensed statements should be read in conjunction with the Company's

financial statements for the year ended December 31, 1997.



<PAGE>

                           DIONICS, INC.

                      COMBINED BALANCE SHEET


                                   JUNE 30,        DECEMBER 31,
                                   1998            1997
                                   (UNAUDITED)     (UNAUDITED)

                A S S E T S

CURRENT ASSETS:
  Cash                             $  447,400       $  473,400
  Accounts Receivable Trade
    (Less Estimated Doubtful
     Accounts of $10,000 in
     1998 and $10,000 in
     1997) -  Note 2                  277,400          192,300
  Inventory - Notes 2 and 3           441,800          359,500
  Prepaid Expenses and Other
   Current Assets                      11,400           25,400

     Total Current Assets           1,178,000        1,050,600



PROPERTY, PLANT AND
 EQUIPMENT - Note 2
 (At Cost Less Accumulated
  Depreciation of $1,639,800
  in 1998 and $1,636,100 in
  1997)                               46,500           50,200



DEPOSITS AND OTHER ASSETS -
 Note 2                               19,200           20,200


    Total                         $1,243,700       $1,121,000
<PAGE>

                           DIONICS, INC.

                      COMBINED BALANCE SHEET


                                      JUNE 30,    DECEMBER 31,
                                      1998        1997
                                      (UNAUDITED) (UNAUDITED)

L I A B I L I T I E S

CURRENT LIABILITIES:
 Current Portion of Long-Term
    Debt - (Note 5)                  $  392,100    $   26,700
  Accounts Payable                       91,700        54,400
  Accrued Expenses                       79,800        57,200
  Deferred Compensation Payable -
    Current (Note 4)                    200,000        50,000

     Total Current Liabilities          763,600       188,300


Deferred Compensation Payable -
  (Note 4)                              334,900       453,000
Long-Term Debt Less Current
  Maturities - (Note 5)                 423,200       802,900


     Total Liabilities                1,521,700     1,444,200

CONTINGENCIES AND COMMENTS

             SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in
    1997 and 3,848,222 in 1996          38,400        38,400
Additional Paid-in Capital           1,522,800     1,522,800
(Deficit)                           (1,615,700)   (1,663,800)

                                       (54,500)     (102,600)
Less: Treasury Stock at Cost
  171,063 Shares in 1998 and
  164,544 Shares in 1997              (223,500)     (220,600)

      Total Shareholders'
       Equity (Deficit)               (278,000)     (323,200)


                  Total             $1,243,700    $1,121,000
<PAGE>



                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS


                                     THREE MONTHS ENDED
                                           JUNE 30,
                                     1998          1997
                                     (UNAUDITED)   (UNAUDITED)


SALES                                $ 560,600      $ 503,200

COST AND EXPENSES:
 Cost of Sales
 (Including Research
  and Development Costs)              381,200         339,800
  Selling, General and
   Administrative Expenses             94,200          95,700

     Total Costs and Expenses         475,400         435,500


NET INCOME FROM OPERATIONS             85,200          67,700

INTEREST AND OTHER INCOME               4,500           2,500

                                       89,700          70,200

OTHER DEDUCTIONS
  Interest Expenses                    17,300          18,200


NET INCOME FOR THE PERIOD           $  72,400       $  52,000

NET INCOME PER SHARE -
  Basic                             $    .020       $    .014
  Diluted                           $    .019


Average Number of Shares
Outstanding Used in Computation
of Per Share Income -
    Basic                           3,677,159       3,683,678
    Diluted                         3,730,434
<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS


                                         SIX MONTHS ENDED
                                              JUNE 30,
                                       1998         1997
                                       (UNAUDITED)  (UNAUDITED)


SALES                                  $  864,500  $  929,600

COST AND EXPENSES:
  Cost of Sales (Including Research
    and Development Costs)                609,100     637,800
  Selling, General and Administrative
    Expenses                              181,500     175,700

     Total Costs and Expenses             790,600     813,500


NET INCOME FROM OPERATIONS                 73,900     116,100

INTEREST AND OTHER INCOME                   8,900       4,200

                                           82,800     120,300

OTHER DEDUCTIONS:
  Interest Expense                         34,600      36,500


NET INCOME FOR THE PERIOD              $   48,200   $  83,800


NET INCOME PER SHARE -
  Basic                                $     .013   $    .022
  Diluted                              $     .013

Average Number of Shares
  Outstanding Used in Computation
  of Per Share Income -
    Basic                              3,677,159    3,683,678
    Diluted                            3,729,402

<PAGE>

                           DIONICS, INC.

                      STATEMENT OF CASH FLOWS


                                       SIX MONTHS ENDED
                                             JUNE 30,
                                       1998       1997
                                       (UNAUDITED)(UNAUDITED)

CASH FLOWS FROM
 OPERATING ACTIVITIES:
  Net Income                            $ 48,200     $ 83,800
  Adjustment to Reconcile
   Net Income or (Loss) to
   Net Cash Used for
   Operating Activities:
    Depreciation and Amortization         3,700         6,200
      Deferred Compensation
      and Related Interest               31,900        30,100
  Changes in Operating Assets
   and Liabilities:
  (Increase) in Accounts Receivable     (85,100)      (40,400)
    (Increase) Decrease in Inventory    (82,300)       17,700
    Decrease in Prepaid Expenses
     and Other Current Assets            14,000         6,300
    Decrease in Deposits and
     Other Assets                         1,000         1,100
    Increase in Accounts Payable         37,300         5,900
    Increase in Accrued Expenses         22,600        12,700

     Net Cash (Used In)
      Provided by Operating
      Activities                         (8,700)      123,400

CASH FLOWS (USED IN)
 FINANCING ACTIVITIES:
  Repayment of Debt                     (14,300)     (14,200)


CASH FLOWS (USED IN)
 INVESTING ACTIVITIES:
  Purchase of Treasury Shares            (3,000)         -0-

NET (DECREASE) INCREASE IN CASH         (26,000)     109,200

CASH - Beginning of Period              473,400      210,900


CASH - End of Period                   $447,400     $320,100
<PAGE>


                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                           JUNE 30, 1998



NOTE 1 -  BUSINESS:

The   Company   designs,  manufactures  and  sells  silicon   semiconductor
electronic products,  as  individual discrete components, as multicomponent
integrated circuits and as multicomponent hybrid circuits.

The individual discrete components  are  predominantly  transistors, diodes
and  capacitors,  intended  for use in miniature circuit assemblies  called
"hybrid microcircuits".

Due to the rapidly changing needs  of  the marketplace, there are continual
shifts  in  popularity among the various chip  components  offered  by  the
Company.  Taken  as  a  whole, the category of discrete chip components for
the hybrid circuit industry  is  one  of the three main classes of products
offered by the Company.

A second main class of products offered  by  the  Company  is encapsulated,
assembled,  integrated  circuits  for  use  in  electronic digital  display
functions.

The  third  main class of products offered by the Company  is  a  range  of
hybrid circuits  that  function  as opto-isolated MOSFET drivers and custom
Solid State Relays.



NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

Assets, liabilities, revenues and  expenses  are  recognized on the accrual
basis of accounting.

Cash and Cash Equivalents

The Company considers money market funds to be cash equivalents.

Merchandise Inventory

Inventory  is  stated  at  the  lower  of  cost (which represents  cost  of
materials  and  manufacturing  costs  on a first-in,  first-out  basis)  or
market.
<PAGE>

                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                           JUNE 30, 1998




NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Property, Plant and Equipment

Property,  Plant  and  Equipment  is  stated   at   cost  less  accumulated
depreciation and amortization.  Expenditures for renewals  and improvements
that significantly extend the useful life of assets are capitalized for all
assets;  depreciation  is provided over the estimated useful lives  of  the
individual asset, using  the  straight-  line  method.  The following asset
lives are in effect:

Machine and Equipment         8 Years
Testing Equipment             8 Years
Furniture and Fixtures        10 Years
Building Improvements         10 Years
Building                      25 Years


Deferred Compensation Plan

Future payments required under a plan of deferred  compensation  adopted in
1987,  as  well as interest accrued thereon are being charged to operations
over the period of expected service.

Bad Debts

The Company  maintains  a  constant  allowance  for  doubtful  accounts  of
$10,000.



NOTE 3 -  INVENTORY:

Inventories  are  stated  at  the  lower  of cost (which represents cost of
materials  and  manufacturing  costs  on a first-in,  first-out  basis)  or
market, and are comprised of the following:

                          June 30,      December 31,
                           1998         1997
                          (Unaudited)   (Unaudited)

Finished Goods             $ 49,000        $ 39,900
Work-in-Process             238,000         193,700
Raw Materials               110,800          90,100
Manufacturing Supplies       44,000          35,800

                 Total     $441,800        $359,500
<PAGE>


                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                           JUNE 30, 1998



NOTE 4 -  DEFERRED COMPENSATION PAYABLE:

In 1987 the company entered into an agreement, amended in 1997, which calls
for payments to its chief executive officer  upon  his  reaching the age of
65, provided that he has not voluntarily terminated his employment prior to
that event.  Such agreement further provides that in the  event of death or
termination of employment of the officer prior to age 65, such payments are
to  commence  during  the  month  subsequent  to such event.  Assuming  his
continuous employment until age 65, the terms of the agreement call for the
executive  to  receive  $25,000  per  month for the  12-month  period  from
November  1,  1998 to October 31, 1999 and  $6,666,66  per  month  for  the
following 60 consecutive months.

Other than a Life Insurance policy to cover death benefits, the Company has
no  designated  funds   to   meet  these  requirements.   In  view  of  its
indebtedness and need for operating capital, there can be no assurance that
the company will be able to satisfy the terms of this agreement, in full or
in part.  Should such circumstances  occur,  the terms of the agreement may
have  to  be  renegotiated  to  better  match  the  Company's  then-current
financial  circumstances.   Although  there  can  be  no assurance  of  the
following,  the  Company  believes  that  if  such  renegotiation   becomes
necessary  it  will  be  able to agree on terms acceptable to both parties.
The above-mentioned Life Insurance  policy  had  a  cash surrender value at
12/31/97 of approximately $1,700 which is included in other assets.



NOTE 5 -  LOANS PAYABLE - APPLE BANK:

Effective February 29, 1994, the Company and Apple Bank  for   Savings (the
"Bank") entered into a restructuring 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").




                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                           JUNE 30, 1998



NOTE 5 -  LOANS PAYABLE - APPLE BANK: (Continued)

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 new term loan in the principal
amount of $283,850, ("Term  Loan A") structured over two five-year periods.
During the first five-year period, the Company will pay interest only at an
annual rate of 6.0 percent.   Of  that amount, only one-third (2.0 percent)
will be paid 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  paid over 60 equal monthly installments,
plus interest at Prime plus two percent.

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
bears interest at of 7.5 percent.  For the first two years of Mortgage Loan
B,  the  Company is obligated to pay 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.

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 4.0 percent, 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.

<PAGE>


                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                           JUNE 30, 1998



NOTE 5 -  LOANS PAYABLE - APPLE BANK - (Continued)

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 the price of (I) $.75 per share until May 31, 1995, (ii) $1.00 per share
from June 1, 1995 until January 31, 1997, and (iii)  $1.25  per  share from
February  1,  1997  until expiration, 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.   These  convertibility  rights
expire upon  the payment-in-full of the balance due on Mortgage Loan B, due
to mature on the Interim Maturity Date which will occur in March 1999.

E. Having met,  in  1994 and 1995, certain particular financial performance
standards  as  called for  in  the  January  31,  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"  which will occur in March 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.

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.


NOTE 6 -       STOCK OPTION PLAN

In September 1997, the Board of Directors of the Company adopted  the  1997
Incentive  Stock Option Plan (the "1997 Plan") for employees of the Company
to purchase  up  to 250,000 shares of common Stock of the Company.  Options
granted under the  1997  plan  are  "incentive stock options" as defined in
Section 422 of the Internal Revenue Code.   Any stock options granted under
the 1997 Plan shall be granted at no less than  100%  of  the  fair  market
value  of the Common Stock of the Company at the time of the grant.  As  of
June 30,  1998, options to acquire 120,000 shares of Common Stock have been
granted under the 1997 Plan.  All of such options were granted on September
11, 1997 and  have  an  exercise  price  of $.38 per share.  As of June 30,
1998, 130,000 options were available for future  grant.   The  1997 Plan is
subject  to  obtaining  stockholder  approval  within twelve months of  the
adoption of the 1997 Plan.  If is not so approved  by  the  stockholders of
the Company, any options granted under the 1997 Plan will be  rescinded and
void.  The plan has not been approved at June 30, 1998.


<PAGE>
                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                           JUNE 30, 1998




NOTE 7 -  INCOME TAXES:

As  of  December  31,  1997 the Company had a federal operating loss  carry
forward of $865,600.  This  net  operating  loss originated in 1989 through
1992 and may be carried forward and expires as follows:

Year of Origin     Amount          Carry Forward
                                   Expires In

1990               $566,800        2005

1991                 65,600        2006

1992                233,200        2007

                   $865,600
<PAGE>

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

A.   LIQUIDITY AND CAPITAL RESOURCES

After many years of steadily reducing losses, the Company finally succeeded
in crossing over into gradually increasing profitability  in 1996 and 1997.
During the First Quarter of 1998, however, the Company encountered  several
conditions  that  resulted in a loss for the period.  First, there was  the
absence of previously available "opportunity" business that, while helpful,
really  plays  no role  in  the  Company's  long-term  plans.   Next,  more
critical, the Company also failed to increase its shipments against a large
backlog of orders  for strategic core-technology products. This failure, in
the opinion of Management,  exposed  the need to reduce middle-management's
concentration on defensive survival strategies  and to increase the efforts
needed for aggressive growth. Re-assignment of middle-management  personnel
for  the  Second  Quarter  showed  a  marked improvement in getting product
shipped, producing a significant rebound  in  Sales volume  and helping the
Company recover from a short bout of what it considers  temporary  "growing
pains".

With the restructuring of its Bank debt in early 1994, the Company achieved
a significant easing of its debt obligations. That new Agreement,  however,
called  for  a  large  "balloon"  payment  on  its  Mortgage  Note  and the
commencement of payments on two other Notes early in 1999. The Company  has
already  accumulated  the  required funds for that balloon payment, but the
fact that it is  due within  twelve-months  of  this report means that such
amount must be included in Current Liabilities. Also  included  in  Current
Liabilities  starting  in  1998  are  several  payments under the Company's
Deferred  Compensation  Agreement  with  its Chief Executive  Officer.  The
combined  effects  of  all  the  above debt obligations  increases  Current
Liabilities to $763,600 from the $188,300  which  showed  at  December  31,
1997.  While the Company's present cash position is enough to fund the Bank
debt  payments  due  in early 1999, the Deferred Compensation Agreement may
not also be covered. In  such  case, the terms of the present agreement may
have  to  be  renegotiated  to  better  match  the  then-current  financial
conditions of the Company.  Due to  the  above  obligations,  the Company's
ratio  of  Current Assets to Current Liabilities has dropped to 1.54:1.  If
Deferred Compensation is entirely removed from the calculation, the Current
Ratio would  drop  to  only 2.09:1, although no assurance can be given that
such will be the result of any possible renegotiation.

Management has continued  its  search  for  additional  Working  Capital to
provide  further  growth momentum for the Company.  Contacts with potential
lenders or investors  are  always in some state of motion, but no assurance
can be given of any positive outcome. For the immediate future, the Company
is well able to support its  ongoing  operations,  although Working Capital
has  now dropped to $414,400. The decrease from $862,300  at  December  31,
1997 came as a result of the large shift into Current Liabilities described
earlier.

B.   RESULTS OF OPERATIONS

Sales  in  the  Second Quarter of 1998 rose 12 percent from the same period
last year, with $560,600  in  the current period as compared to $503,200 in
the Second Quarter of 1997.  Most of the increase occurred in the Company's
core-technology  products  which  are  based  on  micro-photovoltaics,  and
reversed the financial results  of  the immediately prior First Quarter.  A
more  aggressive  middle-management  plan   was  instituted  to  deal  more
effectively with the Company's large backlog  for  photovoltaic  (PV) Solid
State  Relays  and  PV  MOSFET-drivers.  One very bright spot has been  the
growth in total backlog from $622,400 at December 31, 1997 to $1.15 million
at June 30, 1998.

Gross Profit margins in the current period  and  in  the  Second Quarter of
1997   were   both   approximately   32  percent.   Selling,  General   and
Administrative costs changed very little  from  period  to period, with the
result that the higher Sales volume in the current period had  S, G & A at
16.8  percent of Sales, as compared to 19.0 percent in the same period last
year.   As  a result of the higher Sales volume, Net Profit from Operations
rose to $89,700 in the current period, as compared to $70,200 in the Second
Quarter of 1997.

The Company also  showed  a  Net Profit of $72,400 in the Second Quarter of
1998 as compared to a Net Profit  of $52,000 in the Second Quarter of 1997.
The Loss shown in the First Quarter  of  1998 was the first interruption of
profitable  periods  in  recent  times but, as  explained  earlier,  it  is
considered by Management to have been  only  a  temporary  effect,  already
remedied by re-assignments of certain production responsibilities.

For the First Six-Months of 1998 the Company saw its Sales volume drop  7.0
percent,  with  $864,500  in  the current year and $929,600 in the previous
year.  The decrease was the result of the poor showing in the First Quarter
of this year.  The Gross Profit margin for the First Six-Months of 1998 was
29.5 percent, as compared to 31.4  percent  in  the  prior year when higher
Sales volume was achieved.  Selling, General & Administrative expenses were
almost  unchanged in both periods, with $181,500 in the  current  year  and
$175,700 in the previous year.

Net Operating  Income  for  the  First  Six-Months  of  1998 was $73,900 as
compared to $116,100 for the First Six-Months of 1997, the  decrease  being
caused  by  the  poor  performance  in the First Quarter of 1998.  Interest
Expenses were essentially unchanged,  with  $34,600 in the current year and
$36,500 in the prior year's First Six-Months.

Net Income for the First Six-Months of 1998 dropped  to $48,200 as compared
to  $83,800  in  the  First  Six-Months  of  1997, again due  to  the  poor
performance in the First Quarter of 1998.

Addressing  the bigger, longer-term picture, the  Company  has  made  great
strides in dealing  with  its  debt  situation  as  well  as  its  need for
currently  profitable  operations.  The debt picture has now entered a  new
phase in which, by the end  of  the next nine-months, significant repayment
obligations come to the surface.   The  Company has already put in reserves
enough  cash to make the required "balloon"  payment  on  the  real  estate
Mortgage  Note  when  that  becomes due.  Nonetheless, the Company is still
searching for sources of funding to permit it to refinance its debt to more
favorable terms.  Even if debt-refinancing  does  not  become possible, the
Company  expects  to be able to continue supporting its ongoing  operations
from internally generated cash flow.

Beyond its debt situation,  the  Company currently has a significant order-
backlog for core-technology products, with further increases anticipated in
the not-too-distant future.  There  is  developing  an  increasing positive
background   concerning   projected  future  performance.   A  particularly
encouraging  element  is  the  growing  usage  of  the  Company's  patented
photovoltaic MOSFET-drivers  in  a  rapidly growing segment of the medical-
electronics  field.  Looking  back  across   the  temporary  First  Quarter
"valley,"   there is much reason for optimism that  Management's  goals  of
continued increases  in  sales  and profits  will be met. As always, and as
demonstrated unfortunately in the  recent  First  Quarter, risks of failure
persist.  Nonetheless,  the Company is well back from  the  brink  it  once
fought so desperately and successfully to avoid.

<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 June 30,
1998:

          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:    August 12, 1998              By: /s/Bernard Kravitz
                                           Bernard Kravitz,
                                           President

Dated:    August 12, 1998             By:  /s/Bernard Kravitz
                                           Bernard Kravitz,
                                           Principal Financial Officer