UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC   20549

                              FORM 10-QSB

(Mark One)

XX  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.

    Commission file number        000-27503
                             ____________________


                      DYNASIL CORPORATION OF AMERICA
     -------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


          New Jersey                            22-1734088
        --------------                 -------------------------------
  (State or other jurisdiction        (IRS Employer Identification No.)
     of incorporation)


               385 Cooper Road, West Berlin, New Jersey, 08091
          ----------------------------------------------------------
                 (Address of principal executive offices)

                             (856) 767-4600
            --------------------------------------------------
            (Registrant'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  XX      No
    ----         ----

The Company had 2,240,020 shares of common stock, par value $.0005 per share,
outstanding as of July 30, 2004.

                                     1
<PAGE>
            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
                                INDEX


                                                                      PAGE
PART 1.   FINANCIAL INFORMATION                                       ----

  ITEM 1.   FINANCIAL STATEMENTS

            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
            -----------------------------------------------

             CONSOLIDATED BALANCE SHEETS AS OF
             JUNE 30, 2004 AND SEPTEMBER 30, 2003                       3

             CONSOLIDATED STATEMENTS OF OPERATIONS FOR
             THE THREE AND NINE MONTHS ENDED JUNE 30, 2004 AND 2003     4

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
             MONTHS ENDED JUNE 30, 2004 AND 2003                        5

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                      7

   ITEM 3.   CONTROLS AND PROCEDURES                                   9


PART II.  OTHER INFORMATION                                            10

   ITEM 1.   LEGAL PROCEDURES                                          10

   ITEM 2.   CHANGES IN SECURITIES                                     10

   ITEM 3.   DEFAULTS ON SENIOR SECURITIES                             10

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       10

   ITEM 5.   OTHER INFORMATION                                         10

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                          10

      SIGNATURES                                                       11


                                     2
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
                                     ASSETS

<TABLE>
<S>                                                      <C>              <C>
                                                             June 30     September 30
                                                               2004            2003
                                                           ----------      ----------

Current assets
   Cash and cash equivalents                                $  89,376       $ 323,321
   Accounts receivable                                        244,337         242,919
   Inventory                                                  375,898         435,820
   Other current assets                                        22,518          38,935
                                                           ----------      ----------
        Total current assets                                  732,129       1,040,995

Property, Plant and Equipment, net                            445,904         558,191

Other Assets                                                   54,173          10,654
                                                           ----------      ----------
        Total Assets                                       $1,232,206      $1,609,840
                                                           ==========      ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
   Current portion - long-term debt                          $120,000        $140,925
   Accounts payable                                           115,742         131,518
   Accrued expenses                                           107,024          73,624
                                                           ----------      ----------
        Total current liabilities                             342,766         346,067

Long-term Debt, net                                           568,889         772,781

Stockholders' Equity
   Common Stock, $.0005 par value, 25,000,000 shares
    authorized, 3,049,661 and 3,047,857 shares issued
    2,239,501 and 2,237,697 shares outstanding                  1,525           1,524
   Additional paid in capital                               1,090,107       1,089,718
 Retained earnings                                            215,261         386,092
                                                           ----------      ----------
                                                            1,306,893       1,477,334

   Less 810,160 shares in treasury - at cost                 (986,342)       (986,342)
                                                           ----------      ----------
        Total stockholders' equity                            320,551         490,992
                                                           ----------      ----------
        Total Liabilities and Stockholders' Equity         $1,232,206      $1,609,840
                                                           ==========      ==========
</TABLE>

                                     3
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<S>                                   <C>                        <C>
                                          Three Months Ended          Nine Months Ended
                                                   June 30                      June 30
                                          2004        2003             2004     2003
                                      ----------    ---------       ----------     ----------
Sales                                 $  505,504   $  618,394      $1,722,467     $1,874,242
Cost of Sales                            417,299      492,506       1,337,204      1,458,114
                                      ----------     --------       ----------     ----------
Gross profit                              88,205      125,888         385,263        416,128
Selling, general and administrative      173,740      149,694         528,243        498,544
                                      ----------     --------       ----------     ----------
Loss from Operations                    ( 85,535)    ( 23,806)       (142,980)      ( 82,416)

Other income (expense)
     Interest expense   net             ( 12,391)    ( 10,006)        (27,851)       (33,183)
                                      ----------     --------       ----------     ----------
Loss before Income Taxes                 (97,926)     (33,812)       (170,831)      (115,599)

Income Tax                                     0            0               0              0
                                      ----------     --------       ----------     ----------
Net loss                                ($97,926)    ($33,812)      ($170,831)     ($115,599)
                                       =========     ========      ===========     ==========

Net loss per share
  Basic                               (   $0.04)    (  $0.02)      (   $0.08)     (  $0.05)
  Diluted                             (   $0.04)    (  $0.02)      (   $0.08)     (  $0.05)

Weighted average shares outstanding    2,239,412    2,238,160       2,238,832     2,309,809


</TABLE>

                                     4
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


<TABLE>
<S>                                                          <C>               <C>
                                                                     Nine Months Ended
                                                                         June 30
                                                                  2004              2003
                                                            ----------       -----------

Cash flows from operating activities:
    Net loss                                                 ($ 170,831)         ($115,599)
    Adjustments to reconcile net (loss)
     to net cash provided by operating activities:
       Depreciation                                              118,125            147,753
       Amortization expense                                        2,556              2,556
     (Increase) decrease in:
         Accounts receivable                                    (  1,418)            11,575
         Inventories                                              59,922            115,359
         Prepaid expenses and other current assets                16,417            (10,140)
         Other assets                                              3,925                  0
       Increase (decrease) in:
         Accounts payable                                        (15,776)           (47,889)
         Accrued expenses                                         33,400              5,382
                                                               ---------         ----------
Net cash provided by operating activities                         46,320            108,997
                                                               ---------         ----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment                ( 5,838)          (  7,505)
     Increase in restricted cash                                 (50,000)                 0
                                                               ---------        -----------
Net cash used in investing activities                            (55,838)          (  7,505)
                                                               ---------        -----------
Cash flows from financing activities:
Issuance of common stock                                             390                389
Buyback of common stock                                                0           ( 27,037)
Repayments of long-term debt                                    (224,817)          (153,365)
                                                               ---------        -----------
Net cash used in financing activities                           (224,427)          (180,013)
                                                               ---------        -----------
Net(decrease) in cash                                           (233,945)          ( 78,521)
Cash - beginning of period                                       323,321            172,118
                                                               ---------        -----------
Cash - end of period                                           $  89,376          $  93,597
                                                               =========        ===========

</TABLE>
                                     5
<PAGE>






DYNASIL CORPORATION OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. Basis of Presentation

The consolidated balance sheet as of September 30, 2003 was audited and
appears in the Form 10-KSB previously filed by the Company.  The consolidated
balance sheet as of June 30, 2004 and the consolidated statements of
operations and cash flows for the nine months ended June 30, 2004 and 2003,
and the related information contained in these notes have been prepared by
management without audit.  In the opinion of management, all adjustments
(which include only normal recurring items) necessary to present fairly the
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles as of June 30, 2004 and for all
periods presented have been made.  Interim operating results are not
necessarily indicative of operating results for a full year.

Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
September 30, 2003 Annual Report on Form 10-KSB previously filed by the
Company.

2. Inventories

Inventories are stated at the lower of average cost or market.  Cost is
determined using the first-in, first-out (FIFO) method.  Inventories consist
primarily of raw materials, work-in-process and finished goods.  The Company
evaluates inventory levels and expected usage on a periodic basis and records
adjustments for impairments as required.

Inventories consisted of the following:

                                   June 30, 2004        September 30, 2003
                                 -----------------       ------------------
        Raw Materials                 $150,953              $182,666
        Work-in-Process                109,929               118,836
        Finished Goods                 115,016               134,318
                                       -------               -------
                                      $375,898              $435,820
                                       =======               =======
3. Net Income Per Share

Basic net income per share is computed using the weighted average number of
common shares outstanding. The dilutive effects of potential common shares
outstanding are included in diluted net earnings per share. Diluted net
earnings per share exclude the impact of potential common shares since they
would have resulted in an antidilutive effect.











                                    6
<PAGE>
4. Stock Based Compensation

     The Company has adopted the disclosure provisions of SFAS No. 148
effective December 31, 2002 and continues to account for stock-based
compensation using the intrinsic value method. Accordingly, no compensation
cost has been recognized in the financial statements for stock options issued
to employees since the options were granted at the quoted market price on the
date of grant. Stock options granted to consultants and other non-employees
are reported at fair value in accordance with SFAS No. 123. The pro forma
disclosures of net loss and net loss per common share required by SFAS No.
123 are shown below.

                                         Nine months ended
                                   June 30,2004     June 30,2003
                                   -----------          -------------
     Net loss, as reported          ( $170,831)             ( $115,599)

Add: Stock-based employee
     compensation expense included
     in reported net income                  -0-                -0-

Less: Total stock-based employee
     compensation expense determined
     under fair value based method
     for all options                         -0-                -0-
                                    -----------            -----------
     Pro forma net loss            ( $170,831)             ($ 115,599)
                                   ===========             ===========

     Actual net loss per common share   ($   0.08)              ($   0.05)

Pro forma net loss per common share     ($   0.08)              ($   0.05)



     During the nine-months ended June 30, 2004 and 2003, no stock options
were granted and no options were exercised. The Company cancelled 132,000 and
196,977 options during the nine-months ended June 30, 2004 and 2003,
respectively. Compensation expense relating to non-employee stock options
granted during the nine-months ended June 30, 2004 and 2003 were $-0-.


ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

Revenues continue to decline, as demand has not rebounded to previous
levels, as management had hoped. Our attempt to expand our product offerings
to our customers, by adding other optical glasses, has fallen short of
planned levels. Extremely competitive pricing continues to put downward
pressure on margins. Added to this is the additional pressure of our
unabsorbed overhead, caused by the low volume.

The high debt, associated with improvements in the furnaces that were
subsequently written off, as mentioned in previous filings, continues to be a
cash drain on the Company. The added burden of the cost associated with being
a publicly traded entity, which can be significant for an organization as
small as we are, is also being felt.

Management will be developing a plan, during the next quarter, to
drastically reshape the Company. This will necessitate management changes,
potential sale of existing facilities along with relocating operations, and
addressing the costs related to being public.

                               7
<PAGE>
Results of Operations

     Revenues for the three months ended June 30, 2004 were $505,504, a
decrease of 18.3% over revenues of $618,394 for the three months ended June
30,2003. Revenues for the nine-months ended June 30, 2004 were $1,722,467 a
decrease of 8.1% over revenues of $1,874,242 for the nine-months ended June
30,2003. We have not seen any significant recovery in the markets that have
been key in previous years. Our entry into "other optical glasses" has been
slow to contribute to overall volume in the plant.

     Cost of sales for the three months ended June 30, 2004 were $417,299, or
82.6% of sales, a decrease of $75,207 over the three months ended June 30,
2003 of $492,506, or 79.6% of sales. Cost of sales for the nine-months ended
June 30, 2004 were $1,337,204, or 77.6% of sales, a decrease of $120,910 over
the nine-months ended June 30, 2003 of $1,458,114 or 77.8% of sales. The
increase in cost of sales, as a percentage of sales, for the three months
ended June 30, 2004 is related to the lower overall sales volume producing
higher unabsorbed overhead along with low initial margins needed to "get our
foot in the door" on the other optical glass we are adding to our product
line.

     Gross profit for the three months ended June 30, 2004 was $88,205, or
17.5% of sales, a decrease of $37,683 over the three months ended June 30,
2004 of $125,888, or 20.4% of sales. Gross profit for the nine months ended
June 30, 2004 was $385,263, or 22.4% of sales, a decrease of $30,865 over the
nine months ended June 30, 2003 of $416,128, or 22.2% of sales.

     Selling, general and administrative expenses for the three months ended
June 30, 2004 were $173,740 or 34.4% of sales, an increase of $24,046 over
the three months ended June 30, 2003 of $149,694, or 24.2% of sales. Selling,
general and administrative expenses for the nine months ended June 30, 2004
were $528,243, or 30.7% of sales, an increase of $29,699 over the nine months
ended June 30, 2003 of $498,544, or 26.6% of sales.

     The primary areas of increased spending were for travel, sales expense
and general insurance. The increased travel was done in conjunction with a
new brochure and adding the other optical glasses. Increases in general
insurance were related to increased premium expense for directors and
officers insurance.

     Interest expense for the three months ended June 30, 2004 was $12,391,
an increase of $2,385 over the three months ended June 30, 2003 of $10,006.
Interest expense for the nine months ended June 30, 2004 was $27,851, a
decrease of $5,332 over the nine months ended June 30, 2003 of $33,183. The
decrease in interest expense is related to the reduction and restructuring of
our debt as mentioned in previous filings. Total overall debt continues to
decline and we have incurred no new debt over the past six months. (See
Liquidity and Capital Resources.)

     Net loss for the three months ended June 30, 2004 was $97,926, or
negative $.04 in basic loss per share, an increase of $64,114 over the net
loss for the three months ended June 30, 2003 of $33,812, or $.02 in basic
loss per share. Net loss for the nine months ended June 30, 2004 was
$170,831, or negative $.08 in basic loss per share, an increase of $55,232
over the nine months ended June 30, 2003 of net loss of $115,599, or $.05 in
basic loss per share.

The Company has no provision for income taxes for either period in 2004
or 2003. As of September 30, 2003, we have approximately $1,200,000 of net
operating loss carryforwards to offset future income for federal tax purposes
expiring in various years through 2020. In addition, the Company has
approximately $633,000 of net operating loss carryforwards to offset certain
future states' taxable income, expiring in various years through 2012.

                               8
<PAGE>

Liquidity and Capital Resources

     Cash decreased by $233,945 for the nine months ended June 30,2004. The
primary use of cash was to pay down long-term debt of $224,817.

     The Company believes that its current cash and cash equivalent balances,
along with the net cash generated by operations, after the changes as
discussed in the overview are in effect, will be sufficient to meet its
anticipated cash needs for working capital for at least the next 12 months.
There are currently no plans for any major capital expenditures in the next
six to nine months. Any business expansion will require the Company to seek
additional debt or equity financing.

     On April 15, 2004, to coincide with the final payment on a term note
and the maturity of $200,000 of certificates of deposit ("CD's") used as
corresponding collateral, the Company restructured a remaining mortgage note
(the "Note") with a commercial bank. Under terms of the agreement, $100,000
of the funds from the CD's was used to reduce the balance of Note #1 and the
principal payment was increased from $7,222 to $10,000 per month. The current
maturity date of the Note, for the final payment, was extended from August
2005 to July 2007. The interest rate of the Bank's prime rate plus 0.5%
remained the same under the new agreement.


Forward-Looking Statements

     The statements contained in this Quarterly Report on Form 10-QSB which
are not historical facts, including, but not limited to, certain statements
found under the captions "Results of Operations" and "Liquidity and Capital
Resources" above, are forward-looking statements that involve a number of
risks and uncertainties. The actual results of the future events described in
such forward-looking statements could differ materially from those stated in
such forward-looking statements. Among the factors that could cause actual
results to differ materially are the risks and uncertainties discussed in
this Quarterly Report on Form 10-QSB, including, without limitation, the
portions of such reports under the captions referenced above, and the
uncertainties set forth from time to time in the Company's filings with the
Securities and Exchange Commission, and other public statements. Such risks
and uncertainties include, without limitation, seasonality, interest in the
Company's products, consumer acceptance of new products, general economic
conditions, consumer trends, costs and availability of raw materials and
management information systems, competition, litigation and the effect of
governmental regulation. The Company disclaims any intention or obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.


ITEM 3    CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and the
participation of its principal executive and financial officer, of the
effectiveness of its disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of the period covered by this
report. Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that its disclosure controls and
procedures were effective. It should be noted that design of any system
controls is based in part upon certain assumptions, and there can be no
assurance that any design will succeed in achieving its stated goal.


                               9
<PAGE>




There were no significant changes in the Company's internal controls or
in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation, including any
corrective actions with regard to significant deficiencies and material
weakness.


PART II

OTHER INFORMATION
------------------

ITEM 1    LEGAL PROCEEDINGS

NONE


ITEM 2    CHANGES IN SECURITIES

NONE


ITEM 3    DEFAULTS ON 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 and index of Exhibits

31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1 Section 1350 Certification pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the
     Securities Exchange Act of 1934)

     (b) Reports on Form 8-K

         None



                                    10
<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.


DYNASIL CORPORATION OF AMERICA


BY:       /s/ John Kane                           DATED:    August 13, 2004
        ---------------------------------               --------------------
          John Kane,
          President, CEO, Treasurer, Chief Financial
         Officer and Principal Accounting Officer









                                     11