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, 2002

    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 2,397,860 shares of common stock, par value $.0005 per share,
outstanding as of July 31, 2002.

                                     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, 2002 AND SEPTEMBER 30, 2001                        3

             CONSOLIDATED STATEMENTS OF OPERATIONS FOR
             THE THREE AND NINE MONTHS ENDED JUNE 30, 2002 AND 2001	 4

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
             MONTHS ENDED JUNE 30, 2002 AND 2001                         5

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			 6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                        7

PART II.  OTHER INFORMATION								 9

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                            9

      SIGNATURES                                                         10-11
                                    2
<PAGE>


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

<TABLE>
<S>                                                      <C>              <C>
                                                         	 June 30	 September 30
                                                               2002            2001
                                                           ----------      ----------

Current assets
   Cash and cash equivalents                                $ 156,880       $ 473,385
   Accounts receivable                                        300,168         469,030
   Inventory                                                  624,378         768,707
   Other current assets                                        39,187          26,577
                                                           ----------      ----------
        Total current assets                                1,120,613       1,737,699

Property, Plant and Equipment, net                            926,671       1,701,730

Other Assets
		Restricted cash					 	  200,000         200,000
Other Assets                                             	   16,317          18,873
                                                           ----------      ----------
        Total Assets                                       $2,263,601      $3,658,302
                                                           ==========      ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
   Current portion - long-term debt                          $202,205        $419,493
   Accounts payable                                           101,794         139,736
   Accrued expenses                                            84,377         120,527
                                                           ----------      ----------
        Total current liabilities                             388,376         679,756

Long-term Debt, net                                           965,946       1,116,187

Stockholders' Equity
   Common Stock, $.0005 par value, 25,000,000 shares
    authorized, 3,036,171 and 3,018,383 shares issued
    2,395,547 and 2,377,759 shares outstanding                  1,518           1,509
   Additional paid in capital                               1,087,713       1,082,542
   Retained earnings                                          779,351       1,737,611
                                                           ----------      ----------
                                                            1,868,582       2,821,662

   Less 640,624 shares in treasury - at cost                 (959,303)       (959,303)
                                                           ----------      ----------
        Total stockholders' equity                            909,279       1,862,359
                                                           ----------      ----------
        Total Liabilities and Stockholders' Equity         $2,263,601      $3,658,302
                                                           ==========      ==========
</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
                                          2002          2001                 2002            2001
                                        ----------    ---------           ----------      ----------
Sales                                 $   651,281   $1,321,187           $2,057,490      $4,025,547
Cost of Sales                             623,289      909,800            1,772,553       2,784,630
                                        ----------    ---------           ----------      ----------
Gross profit                               27,992      411,387              284,937       1,240,917

Selling, general and administrative       174,223      234,241              511,146         649,588

Asset impairment                        ( 677,676)                         ( 677,676)
                                        ----------   ---------             ----------     ----------
Income (loss) from Operations           ( 823,907)     177,146             ( 903,885)       591,329

Other income (expense)
     Interest expense - net             (  15,102)   (  30,571)             ( 54,377)     ( 116,297)
          Other charges                         0    ( 175,000)                    0      ( 175,000)
          Loss on disposal of asset             0    (  57,911)                    0      (  57,911)
                                        ----------   ---------             ----------     ----------
Income (loss) before Income Taxes       ( 839,009)   (  86,336)            ( 958,262)       242,121

Income Taxes                                    0            0                     0              0
                                        ----------   ---------             ----------     ----------
Net income (loss)                       ($839,009)   ( $86,336)            ($958,262)     $ 242,121
                                         =========   ==========           ===========     ==========

Net income (loss) per share
  Basic                                 (   $0.35)    $ ( 0.04)		 (   $0.40)	 $    0.10
  Diluted                               (   $0.35)    $ ( 0.04)          (   $0.40)      $    0.10

Weighted average shares outstanding      2,395,514    2,372,481             2,391,928     2,366,236


</TABLE>

                                     4
<PAGE>



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


<TABLE>
<S>                                                          <C>               <C>
                                                                     Nine Months Ended
                                                                         June 30
                                                                  2002              2001
                                                              ----------       -----------

Cash flows from operating activities:
    Net income (loss)                                         ($ 958,262)       $   242,121
    Adjustments to reconcile net income (loss)
     to net cash provided by operating activities:
       Depreciation                                              249,300            233,166
       Amortization expense                                        2,556              2,556
            Asset impairment                                     677,676                  0
            Loss on disposal of asset                                  0             57,900
      (Increase) decrease in:
         Accounts receivable                                     168,862             17,693
         Inventories                                             144,329            125,586
         Prepaid expenses and other current assets               (12,610)           ( 1,856)
         Other assets                                                  0            ( 1,147)
       Increase (decrease) in:
         Accounts payable                                        (37,942)             3,500
         Accrued expenses                                        (36,151)            15,393
                                                               ---------        -----------
Net cash provided by operating activities                        197,758            694,912
                                                               ---------        -----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment               (151,917)           (95,201)
          Increase in restricted cash                                  0           (200,000)
                                                               ---------        -----------
Net cash used in investing activities                           (151,917)          (295,201)
                                                               ---------        -----------
Cash flows from financing activities:
     Issuance of common stock                                      5,182             17,081
          Proceeds from Bank Debt                                      0            200,000
     Repayments of long-term debt                               (367,529)          (504,933)
                                                               ---------        -----------
Net cash used in financing activities                           (362,347)          (287,852)
                                                               ---------        -----------
Net increase (decrease) in cash                                 (316,506)           111,859
Cash - beginning of period                                       473,386            249,695
                                                               ---------        -----------
Cash - end of period                                           $ 156,880          $ 361,554
                                                               =========        ===========

</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, 2001 was audited and
appears in the Form 10-KSB previously filed by the Company.  The consolidated
balance sheet as of June 30, 2002 and the consolidated statements of
operations and cash flows for the nine months ended June 30, 2002 and 2001,
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, 2002 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, 2001 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, 2002        September 30, 2001
                                 -----------------       ------------------
        Raw Materials                  290,933               379,899
        Work-in-Process                180,116               224,739
        Finished Goods                 153,329               164,069
                                       -------               -------
                                       624,378               768,707
                                       =======               =======
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>


ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

     Revenues for the three months ended June 30, 2002 were $651,281, a
decrease of 50.7% over revenues of $1,321,187 for the three months ended June
30, 2001. Revenues for the nine-months ended June 30, 2002 were $2,057,490 a
decrease of 48.9% over revenues of $4,025,490 for the nine-months ended June
31, 2001.The Company continues to feel the effect of the continued slowdown
in the semi-conductor and telecommunications industries. We do not anticipate
any significant improvement in demand at least through the next quarter.

     Cost of sales for the three months ended June 30, 2002 were $623,289, or
95.7% of sales, a decrease of $286,511 over the three months ended June 30,
2001 of $909,800, or 68.8% of sales. Cost of sales for the nine-months ended
June 30, 2002 were $1,772,553, or 86.1% of sales, a decrease of $1,012,077
over the nine-months ended June 30, 2001 of $2,784,630 or 69.1% of sales. The
reduced demand for synthetic fused silica required management, in an effort
to avoid accumulating excess inventory, to reduce output from the existing
furnaces. The unabsorbed overhead, as a result of the reduced production, had
a direct effect on the higher than normal cost of sales. Management has taken
steps to reduce cost related to manufacturing so that going forward our cost
structure will be more in line with our production levels.

     Gross profit for the three months ended June 30, 2002 was $27,992, or
4.3% of sales, a decrease of $383,395 over the three months ended June 30,
2001 of $411,387, or 31.1% of sales. Gross profit for the nine months ended
June 30, 2002 was $284,937, or 13.8% of sales, a decrease of $955,980 over
the nine months ended June 30, 2001 of $1,240,917, or 30.8% of sales.

Asset impairment charges of $677,676 were required to bring the
carrying value of the production furnaces in line with their market value.
The combination of reduced demand and substantially reduced market pricing
for synthetic fused silica required management to recognize the impairment.

     Selling, general and administrative expenses for the three months ended
June 30, 2002 were $174,223 or 26.7% of sales, a decrease of $60,018 over the
three months ended June 30, 2001 of $234,241, or 17.7% of sales. Selling,
general and administrative expenses for the nine months ended June 30, 2002
were $511,146, or 24.8% of sales, a decrease of $138,442 over the nine months
ended June 30, 2001 of $649,588, or 16.2% of sales. Reductions of $135,000 in
employee cost were the major component of the year-to-date drop in selling,
general and administrative expenses.

     Interest expense for the three months ended June 30, 2002 was $15,102, a
decrease of $15,469 over the three months ended June 30, 2001 of $30,571.
Interest expense for the nine months ended June 30, 2002 was $54,377, a
decrease of $61,920 over the nine months ended June 30, 2001 of $116,297. The
decrease in interest expense is related to the reduction and restructuring of
our debt as mentioned in previous filings. Since June 30, 2001 total debt has
been reduced by $417,960, in addition to the restructuring of $200,000 at
lower rates. (See and Liquidity and Capital Resources section)

     Net loss for the three months ended June 30, 2002 was $839,009, or
negative $.35 in diluted loss per share, a decrease of $752,673 over the net
loss for the three months ended June 30, 2001 of $86,336, or $.04 in diluted
loss per share. Net loss for the nine months ended June 30, 2002 was
$958,262, or negative $.40 in diluted loss per share, a decrease of
$1,200,383 over the nine months ended June 30, 2001 of net income of
$242,121, or $.10 in diluted earnings per share.


                                    7
<PAGE>


The Company has no provision for income taxes for either period in 2002
or 2001. As of September 30, 2001, we have approximately $585,000 of net
operating loss carryforwards to offset future income for federal tax purposes
expiring in various years through 2019. In addition, the Company has
approximately $17,000 of net operating loss carryforwards to offset certain
future states' taxable income, expiring in various years through 2007.


Liquidity and Capital Resources

     Cash decreased by $316,506 for the nine months ended June 30,2002. Cash
provided from operations of $197,758 was primarily used to reduce debt by
$367,529 and acquire property plant and equipment for $151,917.

In March 2001 management negotiated a $200,000 three-year term note
with Premier Bank at 7.25% interest, collateralized by $200,000 of
certificates of deposit earning 5.12% interest. The funds were used to pay
off $200,000 of subordinated debt at 12% interest that was due in December
2001.

     The Company believes that its current cash and cash equivalent balances,
along with the net cash generated by operations, is 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.


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.


                                     8

<PAGE>


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

         None

     (b) Reports on Form 8-K

         None


                                     9
<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 12, 2002
        ---------------------------------                  ----------------
          John Kane,
          President, CEO, Treasurer, Chief Financial
	    Officer and Principal Accounting Officer



                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DYNASIL CORPORATION OF AMERICA
(the "Company") on Form 10QSB for the period ending June 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, John Kane, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ' 1350, as adopted pursuant to ' 906 of the Sarbanes-
Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ John Kane

John Kane

Chief Executive Officer
August  12, 2002



                                     10
<PAGE>




                           CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of  Dynasil Corporation of America
(the "Company") on Form 10QSB for the period ending June 30, 2002  as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, John Kane, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ' 1350, as adopted pursuant to ' 906 of the Sarbanes-
Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

/s/ John Kane

John Kane

Chief Financial Officer
August  12, 2002



                                     11
<PAGE>