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, 2005

    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 3,756,784 shares of common stock, par value
$.0005 per share, outstanding as of July 26, 2005.


                                       1
<PAGE>
            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
                                INDEX



PART 1.   FINANCIAL INFORMATION
----

  ITEM 1.   FINANCIAL STATEMENTS                                     PAGE

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

             CONSOLIDATED BALANCE SHEETS AS OF
             JUNE 30, 2005 AND SEPTEMBER 30, 2004                      3

             CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
             MONTHS AND THE NINE MONTHS ENDED JUNE 30, 2005 AND 2004   4

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
             MONTHS ENDED JUNE 30, 2005 AND 2004                       5

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                      9

   ITEM 3.   CONTROLS AND PROCEDURES                                  13


PART II.  OTHER INFORMATION                                           13

   ITEM 1.   LEGAL PROCEEDINGS                                        13

   ITEM 2.   CHANGES IN SECURITIES                                    13

   ITEM 3.   DEFAULTS ON SENIOR SECURITIES                            13

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      13

   ITEM 5.   OTHER INFORMATION                                        13

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                         14

      SIGNATURES                                                      14

                                     2
<PAGE>

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED)
                                     ASSETS

<TABLE>
<S>                                       <C>            <C>
                                          June 30         September 30
                                          2005            2004
                                          ----------      ----------

Current assets
   Cash and cash equivalents              $ 351,578        $ 254,908
   Accounts receivable                      732,670          309,276
   Inventory                                867,300          369,813
   Other current assets                     114,446           16,656
                                          ----------       ----------
        Total current assets              2,065,994          950,653

Property, Plant and Equipment, net          769,414          419,718

Other Assets
        Deferred financing costs             14,988            3,321
        Intangibles                          78,414                0
                                          ----------       ----------
            Total Other Assets               93,402            3,321
                                          ----------       ----------
        Total Assets                     $2,928,810       $1,373,692
                                          ==========      ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
        Note payable to bank
           - Line of credit                $250,000         $      0
   Current portion - long-term debt         186,881          120,000
   Accounts payable                         333,042          184,214
   Accrued expenses                         208,876          114,959
                                          ----------       ----------
        Total current liabilities           978,799          419,173

Long-term Debt, net                         637,467          488,889

Stockholders' Equity
   Common Stock, $.0005 par value,
    25,000,000 shares authorized,
    4,559,058 and 4,050,180 shares
    issued, 3,748,898 and 3,240,020
    shares outstanding                        2,277            2,025

        Preferred Stock, $.001 par
         value per share, 10,000,000            700                0
         Shares authorized, Series A
         10% cumulative, convertible
         700,000 shares authorized,
         issued and outstanding

   Additional paid in capital             2,032,721         1,239,736
   Retained earnings                        263,188           210,211
                                          ----------       ----------
                                          2,298,886         1,451,972

   Less 810,160 shares in treasury -
       at cost                             (986,342)         (986,342)
                                          ----------       ----------
        Total stockholders' equity        1,312,544           465,630
                                          ----------       ----------
        Total Liabilities and
          Stockholders' Equity           $2,928,810        $1,373,692
                                         ==========        ==========
</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
                                          2005        2004           2005          2004
                                      ----------    ---------     ----------     ----------
Sales                                 $1,619,128    $ 505,504    $3,497,340     $1,722,467
Cost of Sales                          1,103,318      417,299     2,500,119      1,337,204
                                      ----------    ---------     ----------     ----------
Gross profit                             515,810       88,205       997,221        385,263
Selling, general and administrative      434,966      173,740       877,540        528,243
                                      ----------    ---------     ----------     ----------
Income (Loss) from Operations             80,844     ( 85,535)      119,681       (142,980)

Other income (expense)
     Interest expense - net              (20,610)    ( 12,391)      (39,572)       (27,851)
                                      ----------    ---------     ----------     ----------
Income (Loss) before Income Taxes         60,234      (97,926)       80,109       (170,831)

Income Tax                                 4,100            0         5,224              0
                                      ----------    ---------     ----------     ----------
Net income (loss)                        $56,134     ($97,926)       74,885      ($170,831)
                                      ==========    =========     ==========     ==========

Net income (loss) per share
  Basic                                     $0.01    (   $0.04)        $0.02       ( $0.08)
  Diluted                                   $0.01    (   $0.04)        $0.02       ( $0.08)

Weighted average shares outstanding     3,748,313    2,239,412     3,552,359      2,238,542

</TABLE>

                                     4
<PAGE>

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<S>                                                          <C>               <C>
                                                                     Nine Months Ended
                                                                         June 30
                                                                  2005              2004
                                                            ----------       -----------
Cash flows from operating activities:
    Net income (loss)                                      $   74,885        ($  170,831)
    Adjustments to reconcile net income (loss)
     to net cash provided by (used
     in)operating activities:
       Depreciation                                           126,610            118,125
       Amortization expense                                     5,606              2,566
       Allowance for doubtful accounts                        (10,547)               -0-
       (Increase) decrease in:
         Accounts receivable                                 (103,043)          (  1,418)
         Inventories                                          (68,616)            59,922
         Prepaid expenses and other current assets            (16,891)            16,417
         Other assets                                                              3,925
       Increase (decrease) in:
         Accounts payable                                      73,302            (15,776)
         Accrued expenses                                     (32,705)            33,400
                                                            ----------       -----------
Net cash provided by (used in) operating activities            48,601             46,320
                                                            ----------       -----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment             (49,108)            (5,838)
     Cash paid for acquisition of Optometrics LLC assets     (700,000)           (50,000)
     Cash for acquisition costs to date                       (67,976)               -0-
                                                            ----------       -----------
Net cash provided by (used in)investing activities           (817,084)           (55,838)
                                                            ----------       -----------
Cash flows from financing activities:
 Issuance of common stock                                      35,538                390
 Issuance of preferred stock                                  690,000                -0-
 Proceeds from short-term debt                                102,143                -0-
 Proceeds from long-term debt                                 183,106                -0-
 Payments on long-term debt                                  (106,451)          (224,817)
 Deferred financing costs incurred                            (17,273)               -0-
 Dividends paid                                               (21,910)
                                                            ----------       -----------
Net cash provided by (used in) financing activities           865,153           (224,427)
                                                            ----------       -----------
Net increase(decrease) in cash                                 96,670           (233,945)
Cash - beginning of period                                    254,908            323,321
                                                            ----------       -----------
Cash - end of period                                        $ 351,578          $  89,376
                                                            ==========       ===========
</TABLE>

Supplemental Disclosure of cash flow information:
  Non-cash investing and financing activities:
    Acquisition of Optometrics LLC
       Fair market value of current assets acquired            $ 918,067
       Property, plant and equipment                             410,575
       Intangibles                                                78,414
       Fair market value of liabilities assumed                 (529,110)
       Acquisition costs incurred                               (109,546)
       Issuance of 300,000 common stock shares to sellers        (68,400)
                                                               ----------
     Net Cash paid for Optometrics LLC                          $ 700,000
                                                               ----------
                              5
<PAGE>

Supplemental Disclosures of Cash Flow Information (continued):

The Company issued 700,000 shares of preferred stock, valued  at
$1.00  per  share, and received cash of $700,000.   The  Company
incurred  stock  issuance costs of $10,000 for net  proceeds  of
$690,000, of which $600,000 was used to fund the acquisition  of
Optometrics, LLC.

In  connection  with  the acquisition of Optometrics,  LLC,  the
Company also obtained total debt proceeds of $550,000, of  which
$100,000  funded the balance of the cash payment to the sellers,
$67,976  funded the acquisition costs,  $264,751  paid  off  the
debt  of  Optometrics, LLC,  $17,273 paid the deferred financing
fees,   and  $100,000  was  used  for  general  working  capital
purposes.


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

Note 1 - Basis of Presentation

     The consolidated balance sheet as of September 30, 2004 was
audited and appears in the Form 10-KSB previously filed by the
Company.  The consolidated balance sheet as of June 30, 2005 and
the consolidated statements of operations for the three months
and nine months ended June 30, 2005 and 2004, the consolidated
statements of cash flows for the nine months ended June 30, 2005
and 2004,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,
2005 and for all periods presented have been made.  Interim
operating results are not necessarily indicative of operating
results for a full year.

     On March 8, 2005, Dynasil Corporation of America acquired
the operating assets and assumed certain liabilities of
Optometrics LLC, a worldwide supplier of optical components.
The assets acquired from Optometrics LLC are operated under the
Optometrics Corporation name.  The financial statements in this
report include the Optometrics Corporation results of operations
from March 9, 2005 through June 30, 2005.

     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, 2004 Annual Report on Form 10-KSB
previously filed by the Company with the Securities and Exchange
Commission.

Note 2 - Business Acquisition

On  March 8, 2005, the Company, through its newly formed  wholly
owned   subsidiary,  Optometrics  Corporation,   completed   its
acquisition  of substantially all of the assets of  Optometrics,
LLC,  a  worldwide supplier of optical components  for  a  total
purchase  price of $877,946. Cash of $700,000 was  paid  by  the
Company  and 300,000 shares of the Company's common  stock  were
issued to the former owners of Optometrics, LLC, valued at $0.23
per  share,  or  $68,400.   Acquisition costs of  $109,546  were
incurred.  The  business  acquisition  was  recorded  under  the
purchase  method  of accounting which requires  that  the  total
consideration   be   allocated  to  the  assets   acquired   and
liabilities assumed based on their fair values.




                                    6
<PAGE>

The  fair  value of tangible and intangible assets acquired  and
liabilities  assumed  were established based  on  the  unaudited
March  8,  2005 balance sheet of Optometrics, LLC,  as  well  as
certain assumptions made regarding fair values.

The  excess of the purchase price over the fair value of the net
tangible   assets   acquired  of  $78,414   was   allocated   to
intangibles,  specifically  to  Acquired  Customer  Base.    The
results  of  operations  of Optometrics  Corporation  have  been
included in the consolidated financial statements from March  9,
2005,  the  effective date of acquisition.   The  allocation  of
purchase price is summarized below:

     Cash and cash equivalents                  $   50,585
     Accounts receivable                           310,461
     Inventories                                   428,871
     Prepaid expenses and other current assets     128,150
     Property and equipment                        410,575
     Intangibles- Acquired Customer Base          ( 78,414)
     Current liabilities assumed                  (242,449)
     Long-term debt liabilities assumed           (286,661)
                                                 ---------
     Total purchase price                         $877,946

The  following unaudited pro forma results of operations  assume
that  Optometrics Corporation had been acquired at the beginning
of fiscal year 2005.

                                      Nine Months Ended
                                     Ended June 30, 2005
      Sales                              $4,840,187
      Net income                           $149,894
      Net income per share                     $.04
      Weighted average shares             3,727,359

Note 3 - Debt

On  March  8,  2005,  the Company entered into  loan  agreements
permitting  borrowings up to a total of $700,000  with  Citizens
Bank  of Massachusetts ("Citizens Bank") in connection with  the
acquisition  of Optometrics, LLC of which the initial  borrowing
was  $550,000.   The  terms of the Loan Agreements  provide  the
Company  with  a  $300,000 term loan (the  "Term  Loan")  and  a
$400,000  revolving credit facility (the "Line of Credit").  The
proceeds  have  been  used to payoff  the  debt  of  the  former
Optometrics  LLC,  to  fund  the acquisition,  and  for  general
working  capital purposes.  Borrowings under the Line of  Credit
bear  interest at a variable rate equal to Citizens Bank's prime
rate  plus  0.5%. Initial borrowing on the Line  of  Credit  was
$250,000.  Outstanding borrowings under the  Term  Loan  require
monthly  payments  of  $5,834.78 over a  five  year  term  which
started March 9, 2005 and ends in March 2011 at a fixed interest
rate  of 6.25%. As part of the credit agreement, the Company  is
required  to  comply  with certain financial covenants  measured
annually  regarding  the liabilities to equity  ratio  and  debt
service   coverage   ratio  for  Optometrics  Corporation.   The
performance  of these obligations is secured by  the  assets  of
Optometrics  Corporation  with  a  corporate  guarantee  by  the
Company  and  a  second lien on the Company's New Jersey  assets
other than real estate.

Note 4 - Convertible Preferred Stock

On  March 8, 2005, the Company completed a private placement  of
700,000  shares of Series A 10% Cumulative Convertible preferred
stock  for cash proceeds of $700,000.  The stock was sold  at  a
price of $1.00 per share. Total expenses for the stock placement
were  $10,000.  Each share of preferred stock carries a 10%  per
annum  cumulative dividend payable quarterly and is  convertible
to 2.2222 shares of common stock at any time by holders, subject
to  adjustment for certain subsequent sales of common  stock  or
securities  convertible into or exchangeable for  common  stock,
and  is  callable  starting March 9, 2007 by the  Company  at  a
redemption  price of $1.00 per share.  Proceeds from  the  stock
sale were used to acquire the assets of Optometrics LLC and  for
working capital.

                                    7
<PAGE>


Note 5 - 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, 2005      September 30, 2004
                           -----------------  ------------------
        Raw Materials        $268,625             $148,278
        Work-in-Process       334,888              114,170
        Finished Goods        263,787              107,365
                              -------              -------
                             $867,300             $369,813
                              =======              =======
Note 6 - 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. For periods with a net loss,
diluted net earnings per share exclude the impact of potential
common shares since they would have resulted in an antidilutive
effect.


Note 7 - Stock Based Compensation

     The Company has adopted the disclosure provisions of SFAS
No. 148 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 most recent market price or higher 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, 2005         June 30, 2004
                                      -----------          -------------
     Net income (loss), as reported      $74,885             ($170,831)

     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                     (22,365)                  -0-
                                      -----------          -------------
     Pro forma net profit (loss)       $  52,520          (   $170,831)
                                      ===========            ===========

     Actual net profit (loss)
     per common share                   $    0.02             ($0.08)

     Pro forma net profit (loss)
     per common share                   $    0.01             ($0.08)


                                8
<PAGE>

     During the nine months ended June 30, 2005, 436,459 stock
options were granted at prices ranging from $0.40 to $0.65 per
share and no options were exercised. During the nine months
ended June 30, 2004, no stock options were granted or exercised.
The Company cancelled 45,000 and 132,000 options during the nine
months ended June 30, 2005 and 2004, respectively.  Compensation
expenses relating to non-employee stock options granted during
the nine months ended June 30, 2005 and 2004 were $-0-.  During
the nine months ended June 30, 2005, The Company issued 158,360
shares of common stock valued at $0.14 to $0.66 per share to the
Board of Directors in satisfaction of accrued and 2005
directors' fees totaling $28,717.

ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

     This is the first full quarter of results after the
combination of Optometrics with Dynasil.  On March 8, 2005,
Dynasil Corporation of America acquired the operating assets and
assumed certain liabilities of Optometrics LLC, a worldwide
supplier of optical components including diffraction gratings,
lenses, thin film filters, laser optics, monochromators, and
specialized optical systems. The assets acquired from
Optometrics LLC are being operated under the Optometrics
Corporation ("Optometrics")name.  The financial statements in
this report include the Optometrics results of operations for
the period from March 9, 2005 through June 30, 2005.  The
results from time periods previous to March 9, 2005 do not
include Optometrics results. Integration of Optometrics with
Dynasil is going very well and Optometrics is having a major
positive impact on the Company.

     Revenues for the 3rd quarter ended June 30, 2005 were
$1,619,128, an increase of 220% over revenues of $505,504 for
the quarter ended June 30, 2004. Revenues for the nine months
ended June 30, 2005 were $3,497,340, an increase of 103% over
revenues of $1,722,467 for the nine months ended June 30, 2004.
The net profit for the quarter ended June 30, 2005 was $56,134,
or $0.01 per share, compared with a net loss of $97,926, or a
negative $.04 per share, for the quarter ended June 30, 2004.
The net profit for the nine months ended June 30, 2005 was
$74,885, or $0.02 per share, compared with a net loss of
$170,831, or a loss of $0.08 per share for the nine months ended
June 30, 2004.  The Company continues to focus on management's
strategy of profitable growth from its optical components
business and by pursuing acquisitions and strategic alliances.

Results of Operations

          Revenues for the three months ended June 30, 2005 were
$1,619,128, an increase of 220% over revenues of $505,504 for
the three months ended June 30, 2004. Revenues for the nine-
months ended June 30, 2005 were $3,497,340 an increase of 103%
over revenues of $1,722,467 for the nine-months ended June 30,
2004.  The addition of Optometrics more than doubled the
Company's revenue for the quarter ending June 30, 2005.
Excluding Optometrics results, revenues for the Company's
historical New Jersey operations were up 62% for the quarter
ended June 30, 2005 versus the same quarter in 2004. Management
believes that the New Jersey revenue improvement comes from
improved economic conditions in the Company's markets combined
with aggressive pricing to win several high volume jobs and
active pursuit of new business.

     Cost of sales for the three months ended June 30, 2005 was
$1,103,318 or 68.1% of sales, a decrease of 14.5 percentage
points from the three months ended June 30, 2004 of $417,299, or
82.6% of sales. Cost of sales for the nine-months ended June 30,
2005 was $2,500,119, or 71.5% of sales, a decrease of 6.1
percentage points from the nine-months ended June 30, 2004 of
$1,337,204 or 77.6% of sales. The significant decrease in cost
of sales as a percentage of sales resulted from the higher
margin products coming from Optometrics as well as improved
sales volume for the Company's New Jersey operations.
                                9
<PAGE>


     Gross profit for the three months ended June 30, 2005 was
$515,810, or 31.9% of sales, an increase of $427,605 over the
three months ended June 30, 2004 of $88,205, or 17.4% of sales.
Gross profit for the nine months ended June 30, 2005 was
$997,221, or 28.5% of sales, an increase of $611,958 over the
nine months ended June 30, 2004 of $385,263, or 22.4% of sales.

     Selling, general and administrative ("SG&A") expenses for
the three months ended June 30, 2005 were $434,966 or 26.8% of
sales, a decrease of 7.6 percentage points over the three months
ended June 30, 2004 of $173,740, or 34.4% of sales. SG&A
expenses for the nine months ended June 30, 2005 were $877,540,
or 25.1% of sales, a decrease of 5.6 percentage points over the
nine months ended June 30, 2004 of $528,243, or 30.6% of sales.
The increase in SG&A dollars resulted primarily from the
addition of Optometrics Corporation. SG&A costs as a percentage
of sales decreased significantly with the addition of
Optometrics and significantly higher volumes for New Jersey
operations. The combination of Dynasil and Optometrics selling
efforts is expected to further improve the sales and marketing
efficiency for both companies. Mr. Craig T. Dunham joined The
Company to replace Mr. John Kane as President and CEO effective
October 1, 2004.  Mr. Kane left the Company in early December
and the management transition added costs estimated at $32,400
for the nine month period. Mr. Francis Ciancarelli replaced Mr.
Paul Roehrenbeck as Vice President of Sales and Marketing late
in the second fiscal quarter and the transition added
approximately $29,000 of extra cost.  Mr. Ciancarelli joined the
Company with 17 years of sales and marketing leadership
experience from Precision Electronic Glass which serves a
similar customer base.

     Net interest expense for the three months ended June 30,
2005 was $20,610, an increase of $8,219 over the three months
ended June 30, 2004 of $12,391. Interest expense for the nine
months ended June 30, 2005 was $39,572, an increase of $11,721
over the nine months ended June 30, 2004 of $27,851. The
increase in interest expense is primarily related to the
additional interest payments resulting from the indebtedness
incurred in connection with the Optometrics acquisition and the
higher prime rate which impacts the Company's variable interest
rate payments.

     Net income for the three months ended June 30, 2005 was
$56,134, or $.01 in basic earnings per share, an increase of
$154,060 over the net loss for the three months ended June 30,
2004 of ($97,926), or $.04 in basic loss per share. Net income
for the nine months ended June 30, 2005 was $74,885, or $.02 in
basic earnings per share, an increase of $245,716 over the nine
months ended June 30, 2004 of net loss of $170,831, or $.08 in
basic loss per share. Optometrics contributed significant
additional profitability to the Company.  Management is also
pleased to complete a third consecutive profitable quarter for
the Dynasil, New Jersey Operations (excluding Optometrics) after
several challenging years.

     The Company had a $4,100 provision for Massachusetts income
taxes for the quarter ended June 30, 2005 and zero tax provision
for the quarter ended June 30, 2004.  For the nine months ended
June 30, 2005, the Company had a $5,224 provision for
Massachusetts income taxes and zero tax provision for the nine
months ending June 30, 2004.  As of September 30, 2004, the
Company had approximately $1,200,000 of net operating loss carry
forwards to offset future income for federal tax purposes
expiring in various years through 2020. In addition, the Company
has approximately $620,000 of net operating loss carryforwards
to offset certain future New Jersey taxable income, expiring in
various years through 2012.



                               10
<PAGE>


Liquidity and Capital Resources

     Cash increased by $96,670 for the nine months ended June
30, 2005. The primary sources of cash were cash from operations
of $48,601, the net proceeds from the preferred stock issuance
of $690,000 plus new bank debt financing obtained in connection
with the Optometrics acquisition. The primary use of cash was
for the Optometrics acquisition. On March 8, 2005, the Company
entered into two loan agreements with Citizens Bank which were
completed as part of the Optometrics acquisition.  Both loans
are secured by the assets of Optometrics Corporation and
guaranteed by the Company, which guaranty is itself secured by a
second lien on the Company's assets excluding real estate.  The
financing included a $300,000 Term Loan for five years at a
6.25% fixed interest rate.  A Line of Credit with maximum
borrowing of $400,000 was completed with initial borrowing of
$250,000 at Citizens Bank's prime rate plus 0.5%.  Increased
revenues for New Jersey operations have increased working
capital usage for accounts receivables and inventory. In
addition, the Company had capital expenditures of $49,108,
repaid long term debt of $106,451, and had dividends of $21,910
on Preferred Stock.

     The Company believes that its current cash and cash
equivalent balances, along with the net cash generated by
operations, are 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 major business expansion or
acquisition likely will require the Company to seek additional
debt or equity financing.


Optometrics Integration

     Management is pleased with progress of Optometrics'
integration since the acquisition of Optometrics LLC assets was
closed on March 8, 2005.  As planned, Ms. Laura Lunardo became
Chief Financial Officer of the Company and Chief Operating
Officer of Optometrics Corporation effective March 9, 2005. Mr.
Dunham typically travels to Optometrics bi-monthly to lead the
integration process. Our primary focus areas have been
coordination of sales and marketing programs as well as
manufacturing process improvement assistance.  By working
together, we have been able to use the contacts of one business
to get access for the other business to key customer decision
makers.  Ms. Lunardo has reorganized Optometrics as well as
improving the manufacturing layout for greater efficiencies.
Mr. Dunham has been assisting Optometrics with project
management and process improvement using his Six Sigma Green
Belt and process improvement experience.

Critical Accounting Policies and Estimates
      There  have  been  no  material changes  in  our  critical
accounting  policies  or  critical  accounting  estimates  since
September  30,  2004, nor have we adopted an  accounting  policy
that  has  or  will  have a material impact on our  consolidated
financial  statements.  For further discussion of our accounting
policies  see  Footnote  1 " Summary of  Significant  Accounting
Policies" in this Quarterly Report on Form 10-QSB and the  Notes
to  Consolidated  Financial Statements in our Annual  Report  on
Form 10-KSB for the fiscal year ended September 30, 2004.
      The  accounting policies that reflect our more significant
estimates,  judgments and assumptions and which we  believe  are
the  most  critical to aid in fully understanding and evaluating
our reported financial results include the following:
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Revenue Recognition
      Revenue  from sales of products is recognized at the  time
title and the risks and rewards of ownership pass. This is  when
the  products are shipped per customers' instructions, the sales
price  is fixed and determinable, and collections are reasonably
assured.

Valuation of Long-Lived Assets
      We assess the recoverability of long-lived assets whenever
we  determine  that events or changes in circumstances  indicate
that   their  carrying  amount  may  not  be  recoverable.   Our
assessment  is primarily based upon our estimate of future  cash
flows  associated  with these assets. These  valuations  contain
certain  assumptions  concerning estimated future  revenues  and
future  expenses. We have determined that there is no indication
of  impairment  of  any  of  our  assets.  However,  should  our
operating  results  deteriorate;  we  may  determine  that  some
portion   of   our   long-lived  assets   are   impaired.   Such
determination  could result in non-cash charges to  income  that
could  materially affect our financial position  or  results  of
operations for that period.

Estimating Allowances for Doubtful Accounts Receivable
      We perform ongoing credit evaluations of our customers and
adjust  credit  limits  based  upon  payment  history  and   the
customer's  current  credit worthiness,  as  determined  by  our
review  of  their  current credit information.  We  continuously
monitor collections and payments from our customers and maintain
a   provision  for  estimated  credit  losses  based  upon   our
historical  experience  and  any  specific  customer  collection
issues  that  we have identified. While such credit losses  have
historically  been  minimal, within  our  expectations  and  the
provisions  established,  we  cannot  guarantee  that  we   will
continue to experience the same credit loss rates that  we  have
in  the past. A significant change in the liquidity or financial
position  of  any  of  our significant customers  could  have  a
material  adverse effect on the collectibility of  our  accounts
receivable and our future operating results.

Valuation of Deferred Tax Assets
      We  regularly evaluate our ability to recover the reported
amount of our deferred income taxes considering several factors,
including  our  estimate  of  the  likelihood  of  The   Company
generating sufficient taxable income in future years during  the
period  over which temporary differences reverse. The  Company's
deferred tax assets are currently fully reserved.

Recent Accounting Pronouncements

     There were no accounting pronouncements issued since the
date of the Company's most recent Form 10-QSB filing.


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", "Liquidity and Capital Resources" and
"Optometrics Acquisition" 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 described in this and the Company's
other filings with the Securities and

                               12
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Exchange Commission, and other public statements. Such risks and
uncertainties include, without limitation, seasonality, interest
in the Company's products, customer acceptance of new products,
general economic conditions, market trends, costs and
availability of raw materials and management information
systems, competition, litigation, need for additional financing,
the effect of governmental regulation and other matters. 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

      Based on their most recent informal evaluation, which  was
completed during the period covered within this Form 10-QSB, the
Company's  President/Chief Executive Officer and Chief Financial
Officer  believe  that  the Company's  disclosure  controls  and
procedures  (as defined in Exchange Act Rule 13a-14 and  15d-14)
are  effective.  There were not any significant changes  in  the
Company's  internal  controls  or  no  other  facts  that  could
significantly affect these controls subsequent to  the  date  of
this evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses. The Company is
presently unable to provide segregation of duties within  itself
as  a  means  of internal control. As a result, the  Company  is
presently   relying  on  overriding  management   reviews,   and
assistance  from its board of directors and Audit  Committee  in
providing  short-term  review  procedures  until  such  time  as
additional funding is provided to hire additional executives  to
segregate duties within the Company.


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

     The information presented in Items 1 and 2 of Part I of
this Report is incorporated herein by reference. On July 27,
2005, the Company issued a press release announcing its
financial results for its third quarter ending June 30, 2005.  A
copy of this press release is attached as Exhibit 99 to this
Report on Form 10-QSB.  This information is being furnished
pursuant to Item 5 of Part II of Form 10-QSB and shall not be
deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that

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<PAGE>

Section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.




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)


     99.1 Press release, dated July 27, 2005, issued by Dynasil
     Corporation of America announcing its financial results for
     the third quarter ending June 30, 2005.


     (b) Reports on Form 8-K

       -    On 5/24/05, an amendment of the current report dated
          3/14/05 for Items 2 and 3 for the completion of the Optometrics
          acquisition and sale of Preferred Stock.


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/ Craig T. Dunham                     DATED:    July 27, 2005
         ---------------------------------           --------------------
          Craig T. Dunham,
          President and CEO


          /s/ Laura Lunardo                       DATED:    July 27, 2005
        -----------------------------                --------------------
         Laura Lunardo
         Chief Financial Officer

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