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, 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).

<PAGE>
                  PART I - FINANCIAL INFORMATION

                           DIONICS, INC.


                  Index to Financial Information
                 Period Ended September 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.


                        September 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 nine months ended September 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.

                      CONDENSED BALANCE SHEET


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

A S S E T S

CURRENT ASSETS:
  Cash                              $  472,800        $  473,400
  Accounts Receivable - Trade
  (Less Estimated Doubtful
  Accounts of $10,000 in 1998
  and $10,000 in 1997)
  -  Note 2                            274,200           192,300
  Inventory - Notes 2 and 3            420,500           359,500
  Prepaid Expenses and Other
   Current Assets                       29,200            25,400

Total Current Assets                 1,196,700         1,050,600



PROPERTY, PLANT AND EQUIPMENT
 - Note 2
 (At Cost Less Accumulated
 Depreciation of $1,641,800
 in 1998 and $1,636,100 in 1997)       50,500             50,200



DEPOSITS AND OTHER ASSETS              18,700             20,200


     Total                         $1,265,900         $1,121,000


<PAGE>

                           DIONICS, INC.

                      CONDENSED BALANCE SHEET


                                      SEPTEMBER 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 2)                   $  410,000    $   26,700
  Accounts Payable                        56,800        54,400
  Accrued Expenses                        48,400        57,200
  Deferred Compensation Payable -
    Current (Note 4)                     275,000        50,000

     Total Current Liabilities           790,200       188,300


Deferred Compensation Payable -
  (Note 4)                               276,000       453,000
Long-Term Debt Less Current
  Maturities - (Note 5)                  398,700       802,900


     Total Liabilities                 1,464,900     1,444,200

CONTINGENCIES AND COMMENTS

SHAREHOLDERS' EQUITY

Common Shares - $.01 Par Value
  Authorized 5,000,000 Shares
    Issued 3,848,222 Shares in
    1998 and 3,848,222 in 1997           38,400        38,400
Additional Paid-in Capital            1,522,800     1,522,800
(Deficit)                            (1,536,700)   (1,663,800)

                                         24,500      (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)                 (199,000)     (323,200)


          Total                      $1,265,900    $1,121,000

<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS


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


SALES                              $  523,900       $ 450,000

COST AND EXPENSES:
 Cost of Sales (Including
 Research and Development Costs)      342,800         308,700
  Selling, General and
  Administrative Expenses              91,000          78,700

     Total Costs and Expenses         433,800         387,400


NET INCOME FROM OPERATIONS             90,100          62,600

DIVIDENDS AND OTHER INCOME              6,100           3,000
                                       96,200          65,600

OTHER DEDUCTIONS
 Interest Expense                      17,300          18,200


NET INCOME FOR THE PERIOD          $   78,900      $   47,400

NET INCOME PER SHARE -
  Basic                            $    .0215      $    .0129

  Diluted                          $    .0213      $    .0126

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

    Diluted                         3,708,183       3,751,860

<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF OPERATIONS


                                            NINE MONTHS ENDED
                                              SEPTEMBER 30,
                                           1998         1997
                                         (UNAUDITED)  (UNAUDITED)


SALES                                     $1,388,400   $1,379,600

COST AND EXPENSES:
  Cost of Sales (Including Research
    and Development Costs)                   951,900      946,500
  Selling, General and
   Administrative Expenses                   272,500      254,400

     Total Costs and Expenses              1,224,400    1,200,900


NET INCOME FROM OPERATIONS                   164,000      178,700

DIVIDENDS AND OTHER INCOME                    15,000        7,200

                                             179,000      185,900
OTHER DEDUCTIONS:
  Interest Expense                            51,900       54,700


NET INCOME FOR THE PERIOD                 $  127,100   $  131,200

NET INCOME PER SHARE -
  Basic                                   $    .0346   $    .0356

  Diluted                                 $    .0341   $    .0350

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

    Fully Diluted                          3,723,480    3,751,860

<PAGE>

                           DIONICS, INC.

                 CONDENSED STATEMENT OF CASH FLOWS



                                         NINE MONTHS ENDED
                                           SEPTEMBER 30,
                                         1998       1997
                                        (UNAUDITED) (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                               $ 127,200    $ 131,200
Adjustment to Reconcile Net Income to
 Net Cash Provided from Operating
 Activities:
  Depreciation and Amortization              5,800        9,300
  Deferred Compensation and
   Related Interest                         47,800       45,100
  Changes in Operating Assets
   and Liabilities:
    (Increase) Decrease in Accounts
      Receivable                           (81,900)     (8,600)
    (Increase) Decrease in Inventory       (61,000)     56,700
    (Increase) Decrease in Prepaid
     Expenses and Other Current Assets      (3,800)     12,700
    (Increase) Decrease in
      Deposits and Other Assets              1,500       1,600
    Increase (Decrease) in
     Accounts Payable                        2,400      (6,500)
    Increase (Decrease) in
     Accrued Expenses                       (8,700)    (13,000)

Net Cash Provided from
 Operating Activities                       29,200     228,500

CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Repayment of Debt                        (20,900)    (21,300)


CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Purchase of Equipment                     (6,000)         -0-
  Purchase of Treasury Shares               (2,900)         -0-
NET (DECREASE) INCREASE IN CASH               (600)    207,200

CASH - Beginning of Period                 473,400     210,900


CASH - End of Period                      $472,800    $418,100
<PAGE>

                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 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

                        SEPTEMBER 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:

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

Finished Goods                   $ 46,600       $ 39,900
Work-in-Process                   226,700        193,700
Raw Materials                     105,400         90,100
Manufacturing Supplies             41,800         35,800

                 Total           $420,500       $359,500
<PAGE>

                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 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 - CADLE COMPANY:

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").

<PAGE>
                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 30, 1998




NOTE 5 -  LOANS PAYABLE - CADLE COMPANY: (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 $415,000 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

                        SEPTEMBER 30, 1998


NOTE 5 -  LOANS PAYABLE - CADLE COMPANY - (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
September 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
September 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. The plan  has  been approved at September
30, 1998.


<PAGE>
                           DIONICS, INC.

                   NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 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 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.


<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

          Pursuant  to  a  Consent  Statement  dated  August  13, 1998, the
          Registrant  solicited  written consents of its stockholders  with
          respect to the Registrant's  1997  Incentive  Stock  Option Plan.
          The  Consent  Statement  provided that written consents would  be
          tabulated on September 10, 1998.  On such date, such tabulations,
          which resulted in the approval  and  adoption of the Registrant's
          1997  Incentive  Stock Option Plan, were  as  follows:  2,342,652
          affirmative  votes,   37,942  negative  votes  and  22,450  votes
          abstained.


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, 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:    November  10, 1998             By:  /s/Bernard Kravitz
                                              Bernard Kravitz,
                                              President

Dated:    November  10, 1998             By:  /s/Bernard Kravitz
                                              Bernard Kravitz,
                                              Principal Financial Officer