SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549

                        FORM 10-QSB/A

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

          For the quarterly period ended SEPTEMBER 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 November 1, 1998
                 (excluding 164,544 treasury shares).

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                           EXPLANATORY NOTE

Dionics, Inc. (the "Company") is filing this Amendment No. 1 on Form
10-QSB/A to the Company's Quarterly Report on Form 10-QSB for the 
quarter ended September 30, 1998 solely for the purpose of amending 
Management's Discussion and Analysis or Plan of Operation to address 
the year 2000 issue.

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Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

A.   LIQUIDITY AND CAPITAL RESOURCES

After many years of steadily reducing its losses, the Company finally
crossed into increasing profitability for the full-years 1996 and 1997. 
In the First Quarter of 1998, however, the Company briefly showed a 
loss again, at which time it was found necessary to shift certain 
mid-management assignments in order to gain more aggressive pursuit of  
the Company's numerous growth opportunities.  The temporary "growing  
pains" were overcome by those reassignments and were soon followed by  
a strong rebound to profitability in both the Second and Third Quarters 
of 1998.

The Company had earlier achieved significant easing of its debt 
obligations through a favorable restructuring of Bank debt in January  
of 1994.  That new Agreement, however, called for a large (almost 
$350,000) "balloon" payment on its Mortgage Note plus the commencement  
of payments on two other Notes, all early in 1999.  The Company 
fortunately has already accumulated the required funds for the balloon 
payment, resulting from its recently profitable and cash-flow-positive 
operations, but the fact that this payment is due within twelve-months  
of this report means that such amount must be included under Current  
Liabilities on the Balance Sheet.  Also now included in Current 
Liabilities are a number of 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 $790,200 from the $188,300 which showed at December 31, 1997.  Total  
Liabilities, however, have only increased $20,700 in the same period of 
time.  While the Company's present cash position is enough to cover the 
Bank debt payment that is due in early 1999, the Deferred Compensation 
Agreement may not be adequately funded. In such case, the terms of the 
present agreement may have to be renegotiated to better match the 
then-current financial condition of the Company.  Due to the above
obligations, the Company's ratio of Current Assets to Current 
Liabilities has dropped to 1.51:1.  If Deferred Compensation is 
entirely removed from the calculation, the Current Ratio would drop to 
only 2.32:1, although no assurance can be given that such will be the 
result of any renegotiation.

Management has also 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. At the time of this 
writing early in November of 1998, the Company has successfully  
negotiated with and received a Letter of Commitment from a prospective 
lender, regarding a refinancing of the above-referenced Mortgage Note 
in an amount of $385,000.  If successfully completed, this transaction  
will provide the funds needed to make the balloon payment referred to 
earlier, but would, for a limited time, require a reduction on the
Deferred Compensation payments.  Since there are still several hurdles 
to be overcome, it would be premature at this time to assume that 
there will be a successful completion of this refinancing, although 
Management is encouraged regarding those prospects.  Meanwhile, the 
Company is well able to support its ongoing operations.  Working 
Capital has, however, dropped to $406,500, down from $862,300 at  
December 31, 1997 as a direct result of the previously described 
large shift forward in Current Liabilities.

B.  RESULTS OF OPERATIONS

Sales in the Third Quarter of 1998 rose 16.4 percent over the same 
period last year, reaching $523,900 in the current period as compared 
to $450,000 in the Third Quarter of 1997 and $419,800 in the Third  
Quarter of 1996.  Most of the increase occurred in the Company's 
core-technology products based on micro-photovoltaics, and also 
traced partly to a First Quarter shift toward a more aggressive 
middle-management team.

Gross Profit in the Third Quarter of 1998 was 34.5 percent of sales, 
as compared to 31.4 percent in the same period last year and 29 
percent in the Third Quarter of 1996.  These improvements represent  
steady progress based on moderately increased sales volume as against 
many items of relatively fixed costs.

Selling, General and Administrative costs for the Third Quarter of 
1998 were 17.4 percent of sales, relatively unchanged from the same 
period last year and down very slightly from the 18.1 percent 
recorded in the Third Quarter of 1996.

Net Income for the Third Quarter of 1998 rose 66.5 percent to 
$78,900, up from $47,400 in the same period last year and $28,700  
in the Third Quarter of 1996.

For the Nine-Months of 1998, total sales volume reached $1,388,400,
essentially matching the $1,379,600 level of the same period last  
year, but well up from $1,104,600 for the Nine-Months of 1996.  By 
matching the 1997 Nine-Month sales total, the Company fully 
recovered from its First Quarter 1998 slip, caused by the temporary 
"growing pains" cited earlier.

In terms of Net Income for the Nine-Months of 1998, the Company
essentially matched the level achieved in the same period last year, 
with $127,100 in the current period and $131,200 in the Nine-Months 
of 1997.  These compare favorably to the $26,700 in the same period 
of 1996.

Addressing its bigger, long-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, in the next several months, significant repayment 
obligations come to the surface.  The Company has already put into 
reserves enough cash to make the required "balloon" payment on its 
real-estate Mortgage Note when that becomes due, but Management has  
continued to search for refinancing opportunities on more favorable 
terms.  As described earlier, the Company has already received a
Letter of Commitment from a prospective lender and is hopeful of 
successfully closing on this refinancing before the end of the year.   
Although certain issues still remain to be addressed, and thus no  
assurance can yet be given concerning a successful outcome, 
Management is encouraged  to believe that such will be the case.  
Even if a refinancing does not materialize, 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 which should support 
continuing growth in sales.  There is particularly encouraging  
evidence for growth within the Company's patented micro-
photovoltaic product lines and their markets.  These include 
Solid State Relays used in computer-controlled flight-control  
systems aboard the AIRBUS aircraft, as well as rapidly growing 
use of MOSFET-drivers for certain segments of the medical-
electronics field.  Looking back at the recovery the Company has 
made in recent years, and the build-up in momentum, there is much 
reason for optimism that Management's goal of continued increases
in sales and profits will be met.  As always, risks of failure or 
at least disappointment persist, but the Company is stronger now 
and is well back from the brink it once fought so desperately and 
successfully to avoid.

A.   YEAR 2000 ISSUE

The year 2000 issue is the result of computer programs being 
written using two digits, rather than four, to define the 
applicable year.  Software programs and hardware that have date-
sensitive software or embedded chips may recognize a date using  
"00" as the year 1900 rather than the year 2000.   This could
result in a major system failure or miscalculations causing  
disruptions of operations, including a temporary inability to  
engage in normal business activities.

Based on recent assessments, the Company determined that its  
critical software (primarily widely used software packages) and  
all of its critical business systems, including manufacturing 
instrumentation, already are year 2000 compliant.  Nevertheless,   
throughout 1999, assessment, testing and remediation, if 
necessary, will continue.

The Company is also actively working with critical  suppliers of 
products and services to determine that the suppliers' operations 
and the products and services they provide are year 2000 
compliant or to monitor their progress toward year 2000 
compliance. In this regard, the Company believes its greatest
year 2000 risk for disruption to its business is the potential
noncompliance of third parties. As a result, the Company has   
initiated communications with third parties with whom the Company 
has material direct and indirect business relationships.  The 
Company is currently in the process of contacting third parties 
in order to determine the extent to which the Company's business 
is vulnerable to the third parties failure to make their systems  
year 2000 compliant.  To date, the Company is still continuing  
to gather information from such other important third parties.

The Company currently does not have a contingency plan in the 
event of a particular system, including the systems of material 
third parties, are not year 2000 compliant.  Such a plan will 
be developed if it becomes clear that the Company is not going 
to achieve its scheduled compliance objectives. Although no 
assurances can be given that there will be no interruption of
operations in the year 2000 the Company believes (and assuming  
that third parties with whom the Company has material business  
relationships successfully remediate their own year 2000 issues) 
that it has reasonably assessed all of its systems in order to
ensure that the Company will not suffer any material adverse 
effect from the year 2000 issue.

The Company has used and will continue to use internal resources  
to resolve its year 2000 issue.  Costs incurred to date by the 
Company have not been material.  The Company currently expects 
that the total cost of these programs will not exceed $20,000.


<PAGE>

                              SIGNATURES

In accordance  with  the  requirements of the Exchange Act, the 
Registrant caused this Amendment No. 1 to its Form 10-QSB on 
Form 10-QSB/A to be signed on its behalf by the undersigned 
thereunto duly authorized.

                                      DIONICS, INC.
                                      (Registrant)



Dated: January 26, 1999               By:/s/Bernard Kravitz     
                                         Bernard Kravitz,
                                         President