EXHIBIT 31.1 (b)
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15D-14(a) and
SECTION 302 OF THE SARBANES-OXLEY ACT

I, Paul Weaver, certify that:

1. I have reviewed this Form 10-Q of Dynasil Corporation of
America;

2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other
financial
information included in this report, fairly present in all
material
respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be
     designed under our supervision, to ensure that material
     information relating to the registrant', including its
     consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in
     which this report is being prepared;

     b) Designed such internal control over financial
     reporting, or caused such internal control over financial
     reporting to be designed under our supervision, to provide
     reasonable assurance regarding the reliability of financial
     reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted
     accounting principles;

     c) Evaluated the effectiveness of the registrant's
     disclosure controls and procedures and presented in this
     report our conclusions about the effectiveness of the
     disclosure controls and procedures as of the end of the
     period covered by this report based on such evaluation;
     and

     d) Disclosed in this report any change in the
     registrant's internal control over financial reporting
     that occurred during the registrant's most recent fiscal
     quarter (the registrant's fourth fiscal quarter in the
     case of an annual report) that has materially affected,
     or is reasonably likely to materially affect, the
     registrant's internal control over financial reporting;
     and

5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     a)   All significant deficiencies and material weaknesses in
       the design or operation of internal control over financial
       reporting which are reasonably likely to adversely affect the
       registrant's ability to record, process, summarize and report
       financial information; and

     b)   Any fraud, whether or not material, that involves
       management or other employees who have a significant role in
       the registrant's internal control over financial reporting.

Date:  February 17, 2009               /s/ Paul J. Weaver
                                     -----------------------------
                                      Paul J. Weaver
                                      Chief Financial Officer