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 MARCH 31, 1997

        [ ] 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 May 1, 1997
                 (excluding 164,544 treasury shares).

<PAGE>

                  PART I - FINANCIAL INFORMATION

                           DIONICS, INC.


                  Index to Financial Information
                    Period Ended March 31, 1997



     Item                                          Page Herein

     Item 1 - Financial Statements:

     Introductory Comments                               3

     Condensed Balance Sheet                             4

     Condensed Statement of Operations                   6

     Statement of Cash Flows                             7

     Notes to Financial Statements                       8


     Item 2 - Management's Discussion and
         Analysis or Plan of Operation                   11


<PAGE>
                           DIONICS, INC.


                          MARCH 31, 1997




     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  three  months  ended March 31, 1997

are not necessarily indicative of the results of operations  for  the  full

fiscal year ended December 31, 1997.

      These  condensed  statements  should  be read in conjunction with the

Company's financial statements for the year ended December 31, 1996.

<PAGE>

                           DIONICS, INC.

                     CONDENSED BALANCE SHEETS



                                       March 31,     December 31,
                                         1997           1996
                                       (Unaudited)   (Unaudited)

A S S E T S


CURRENT ASSETS:
  Cash                                $  324,200     $  210,900
  Accounts Receivable Trade
    (Less Estimated Doubtful
    Accounts of $10,000 in 1997
    and $10,000 in 1996) Note 3          177,500        230,400
  Inventory - Notes 1 and 3              397,400        402,400
  Prepaid Expenses and Other-
    Current Assets                        25,700         30,800

     Total Current Assets                924,800        874,500


PROPERTY, PLANT AND EQUIPMENT -
  Note 3
   At Cost -  Less Accumulated
   Depreciation of $1,626,700
   in 1997 and $1,623,600 in 1996         59,600         62,700



DEPOSITS AND OTHER ASSETS -
  Note 2                                  22,500         23,100


     Total                            $1,006,900     $  960,300

<PAGE>

                           DIONICS, INC.

                     CONDENSED BALANCE SHEETS


                                      March   31,    December  31,
                                          1997          1996
                                      (Unaudited)    (Unaudited)

L I A B I L I T I E S

CURRENT LIABILITIES:
  Current Portion of Long-Term
    Debt - (Note 3)                   $   28,500     $   28,200
  Accounts Payable                        65,300         66,200
  Accrued Expenses                        70,200         62,400

     Total Current Liabilities           164,000        156,800


Deferred Compensation Payable -
  (Note 2)                               457,900        442,900
Long-Term Debt Less Current -
  Maturities - (Note 3)                  822,500        829,900

     Total Liabilities                 1,444,400      1,429,600

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 Shares in 1996           38,400         38,400
  Additional Paid-in Capital           1,522,800      1,522,800
  (Deficit)                           (1,778,100)    (1,809,900)

                                        (216,900)      (248,700)
  Less: Treasury Stock at Cost
    164,544 Shares in 1997 and
    164,544 Shares in 1996              (220,600)      (220,600)

     Total Shareholder's Equity
     (Deficit)                          (437,500)      (469,300)

          Total                       $1,006,900     $  960,300

<PAGE>


                           DIONICS, INC.

                CONDENSED STATEMENTS OF OPERATIONS


                                         THREE MONTHS ENDED
                                             MARCH 31,
                                         1997           1996
                                      (UNAUDITED)    (UNAUDITED)

SALES                                 $  426,400     $  342,000


COST AND EXPENSES:
  Cost of Sales (Including
    Research and Development
    Costs)                               298,000        253,000
  Selling, General and
    Administrative Expenses               80,000         88,900

     Total Costs and Expenses            378,000        341,900

NET INCOME FROM OPERATIONS                48,400            100

INTEREST AND OTHER INCOME                  1,700          1,200

                                          50,100          1,300

OTHER DEDUCTIONS:
  Interest Expenses                       18,300         18,200


NET INCOME (LOSS) FOR THE PERIOD      $   31,800     $  (16,900)


NET INCOME (LOSS) PER SHARE           $     .008     $    (.005)


Average Number of Shares
 Outstanding Used in
 Computation of Per Share
 Net Income (Loss)                     3,683,678      3,483,678

<PAGE>

                           DIONICS, INC.

                     STATEMENTS OF CASH FLOWS

            THREE MONTHS ENDED MARCH 31, 1997 AND 1996


                                      1997           1996
CASH FLOWS FROM
OPERATING ACTIVITIES:
  Net Income (Loss)                   $ 31,800       $(16,900)
  Adjustment to Reconcile
  Net Income (Loss)
  to Net Cash Used for
  Operating Activities:
   Depreciation and Amortization         3,100          7,300
   Deferred Compensation and
   Related Interest                     15,000         14,200
  Changes in Operating Assets
  and Liabilities:
   (Increase) Decrease in
     Accounts Receivable                52,900        (17,600)
   (Increase) Decrease in
     Inventory                           5,000        (16,600)
   (Increase) Decrease in
     Prepaid Expenses
     and Other Current Assets            5,100          5,200
   (Increase) Decrease in
     Deposits and Other Assets             600           (300)
   Increase (Decrease) in
     Accounts Payable                     (900)        16,300
   Increase (Decrease) in
     Accrued Expenses                    7,800         18,500

     Net Cash provided from
     Operating Activities              120,400         10,100


CASH FLOWS USED FOR FINANCING
ACTIVITIES:
 Repayment of Debt                      (7,100)        (1,100)


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

NET INCREASE IN CASH                   113,300          6,600

CASH - Beginning of Period             210,900        147,000


CASH - End of Period                  $324,200       $153,600
<PAGE>


                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 1997


NOTE 1 -  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, and are comprised of the following:

                                      March 31,      March 31,
                                        1997           1996
                                      (Unaudited)    (Unaudited)

Finished Goods                        $ 24,300       $ 26,400

Work-in-Process                        265,900        248,000

Raw Materials                           60,400         52,600

Manufacturing Supplies                  46,800         43,700


                 Total                $397,400       $370,700




NOTE 2 -  DEFERRED COMPENSATION PAYABLE:

In  1987 the company entered into an agreement  with  its  chief  executive
officer  which  provided  for  payments  to him commencing with the year in
which he reaches age 65, provided that the  officer  does  not  voluntarily
terminate his employment prior to attaining age 65.  Such agreement further
provides  that  in  the  event  of  death or if the company terminates  the
employment of the officer prior to age  65  such  payments  are to commence
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 fund the death benefits described above.
At  December  31,  1996 the cash surrender value  on  the  existing  policy
approximated $2,500 and is included in other assets.

<PAGE>


                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 1997



NOTE 3 -  LOANS PAYABLE - APPLE BANK:

Effective as of January  31,  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").  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, computed at an annual rate of 6.0 percent.  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
monthly installments, plus interest at Prime plus two percent on 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 of 7.5 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

                          MARCH 31, 1997


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 4.0 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 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  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"  (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.

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

      The Company  has  been  on  a  steadily  rising  curve  of  financial
performance  for  the last several years.  Although still recording losses,
each year's performance  resulted  in  a  smaller loss than in the previous
year.  In the most recent year-ended December 31, 1996, the Company finally
achieved a Profit Before Extraordinary Items, the first in many years.  Now
for  the  First Quarter of 1997 the Company has  continued  that  improving
trend with another solid Profit.

     Along with these improved operating results, the Company has also been
making steady  progress  in  improving  its underlying financial condition,
particularly as it relates to Liquidity and  Capital  Resources.   With the
restructuring  of  its  Bank  debt,  effective  January  31,  1994, and the
inclusion  of  several other debt-reduction opportunities, the Company  has
significantly eased  its  over-all  debt profile.  The strengthening of the
Company's Liquidity and Capital Resources  is at least partially evident in
its improved ratio of Current Assets to Current Liabilities.  Starting with
1.67 at March 31, 1994, the ratio rose to 4.38  at  March 31, 1995, then to
4.73 at March 31, 1996 and currently to 5.64 at March  31,  1997.   To  the
extent  that  this ratio is indicative of near-term financial strength, the
above improvements may be considered a very positive sign for the Company.

     Management  has continued its search for additional Working Capital to
provide further growth  momentum  for the Company.  Contacts with potential
lenders or acquirors are always in  some  stage of motion, but no assurance
can be given of any successful outcomes.  For  the  immediate  future,  the
Company  is well able to support its ongoing operations, particularly since
they have  now  moved  to a moderately positive cash flow basis.  Also very
encouraging  to Management  is  the  progress  in  Working  Capital,  which
continued to rise  to  $760,800  at  March  31,  1997,  up from $717,700 at
December 31, 1996 and $595,400 at March 31, 1996.

B.   RESULTS OF OPERATIONS

     Sales  in the First Quarter of 1997 rose 24.7% from the  same  period
last year, reaching  $426,400 in the current period as compared to $342,000
in the First Quarter of  1996  and  $286,100  in the First Quarter of 1995.
The current rise in volume occurred across numerous  product  lines, rather
than  any  single one, reflecting a general increase in customer  interest.
The Gross Profit  margin  in  the First Quarter of 1997 also rose, reaching
30.1%, as compared to 26% in the  First  Quarter  of  1996 and 14.7% in the
First  Quarter of 1995.  These improvements stem mostly  from  the  greater
efficiency  that  increasing  sales volume provided against a background of
many largely fixed costs.
<PAGE>

     Selling, General & Administrative costs fell both in absolute terms as
well as in percentage-of-sales  terms.   The decrease in the current period
came  about  mostly  through  a  reduction in depreciation  charges  which,
together with increasing sales volume,  lowered  SG&A  to 18.8% of sales as
compared to 26% in the same period of 1996 and 27.3% in 1995.

      As  a result of the above improvements, the Company  showed  a  First
Quarter 1997  NET  PROFIT FROM OPERATIONS of $48,400 as compared to $100 in
the same period last  year,  and  a LOSS of $36,100 in the First Quarter of
1995.  Interest Expenses have not changed  materially  in  the last several
consecutive  quarterly  reporting  periods: $18,300 in the current  period,
$18,200 in the First Quarter of 1996,  and  $22,900 in the First Quarter of
1995.

     For the First Quarter of 1997, the Company  recorded  a  NET PROFIT of
$31,800 as compared to NET LOSSES of $16,900 in the same period of 1996 and
$58,000 in the First Quarter of 1995.

      In  recent  years, the Company has been striving to correct  its  two
basic problems: past  debts,  primarily  to  the  Bank;  and  the  need for
currently  profitable  operations.   With  the  1993 sale of one of its two
buildings  and  the  subsequent  Debt  Restructuring Agreement,  the  first
problem area was put onto a manageable basis.  The Company is now able, for
the  immediate  future,  to  manage  its debt  obligations  under  the  new
Agreement.  It has even been able to further  reduce  the  debt  under that
Agreement,  first  by  meeting certain financial performance standards  for
both  1994 and 1995, and  then  through  scheduled  monthly  debt-reduction
payments that began in early 1996.

     Concerning its second basic problem, the need for currently profitable
operations,  the  Company succeeded in 1996 in registering its first annual
Net Profit in many  years.   Now,  with the First Quarter 1997 results, the
Company  is  further  strengthening  its   turn-around.    These  currently
profitable  results  follow the Company's remarkable job of both  surviving
with little or no Working  Capital  and  also  consistently making slow but
steady improvements in financial performance.  While cost reduction efforts
were able to keep the Company alive, only increasing  sales volume was able
to make profits possible.  The Company is continuing to  try  to  stimulate
increasing use of its MOSFET-driver and Solid State Relay product lines, as
well  as its other mature and newer products.  At the time of this writing,
the evidence  is  strong for near-term continued improvements in both Sales
volume and Net Profits,  goals  that  Management  is determined to continue
pursuing.   Management  hopes  to  succeed  in the challenge  of  fostering
further  growth,  as  it  has  in  the  debt-resolution  and  profitability
challenges.   Risks  of failure persist, of  course,  as  they  do  in  any
commercial venture, but  the  Company  has  recently taken major steps back
from  the  brink  with  what  now  appears to be an  accelerating  rate  of
progress.

<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 March 31, 1997:

               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: May 8, 1997                      By: /s/Bernard Kravitz
                                            Bernard Kravitz,
                                            President


Dated: May 8, 1997                      By: /s/Bernard Kravitz
                                            Bernard Kravitz,
                                            Principal Financial
                                            Officer