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, 2008

    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)


          Delaware                            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 11,332,689 shares of common stock, par value
$.0005 per share, outstanding as of August 1, 2008.


                                  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, 2008
            AND SEPTEMBER 30, 2007                                   3

            CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
            AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007             4

            CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
            NINE MONTHS ENDED JUNE 30, 2008 AND 2007                 5

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                    8

   ITEM 3.   CONTROLS AND PROCEDURES                                14


PART II.  OTHER INFORMATION                                         14

   ITEM 1.   LEGAL PROCEEDINGS                                      14

   ITEM 2.   CHANGES IN SECURITIES                                  14

   ITEM 3.   DEFAULTS ON SENIOR SECURITIES                          15

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    15

   ITEM 5.   OTHER INFORMATION                                      15

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                       15

 SIGNATURES                                                         16


                                     2
<PAGE>

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


                                     ASSETS

<TABLE>
<S>                                       <C>            <C>
                                          June 30         September 30
                                           2008              2007
                                          (Unaudited)
                                          ----------      ----------
Current assets
   Cash and cash equivalents               $ 371,904       $ 496,948
   Accounts receivable, net of
    allowance for doubtful
    accounts of $76,290 and
    $98,863 and sales returns of
    $27,903 and $30,790 for
    June 30, 2008 and
    September 30, 2007, respectively       1,317,830       1,284,844
    Inventories                            2,036,849       1,832,720
    Deferred tax asset                       216,100         216,100
    Prepaid expenses and other
     current assets                          207,409         130,548
                                          ----------      ----------
        Total current assets               4,150,092       3,961,160

Property, Plant and Equipment, net         2,603,608       2,436,517

Other Assets                                 232,374          88,698
                                          ----------      ----------

        Total Assets                      $6,986,074      $6,486,375
                                          ==========      ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Note payable to bank -
    Line of credit                          $560,070        $311,870
   Current portion - long term debt          167,119          99,237
   Accounts payable                          496,109         684,208
   Accrued expenses                          571,260         587,872
                                          ----------      ----------
        Total current liabilities          1,794,558       1,683,187

Long-term Debt, net                        1,463,362       1,626,980


Stockholders' Equity
   Common Stock, $.0005 par value,
    25,000,000 shares authorized,
    7,558,667 and 6,926,683 shares
    issued, 6,748,507 and 6,116,523
    shares outstanding                         3,779           3,464
   Preferred Stock, $.001 par value,
    10,000,000 shares authorized,
    710,000 and 710,000 shares Series B
    shares issued and outstanding
    for June 30, 2008 and September 30,
    2007 respectively, 10% cumulative,
    convertible                                  710             710
   Additional paid in capital              3,199,682       2,983,980
   Retained earnings                       1,510,325       1,174,396
                                          ----------      ----------
                                           4,714,496       4,162,550

   Less 810,160 shares in treasury -
     at cost                                (986,342)       (986,342)
                                          ----------      ----------
        Total stockholders' equity         3,728,154       3,176,208
                                          ----------      ----------
        Total Liabilities and
          Stockholders' Equity            $6,986,074      $6,486,375
                                          ==========      ==========
</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
                                          2008        2007          2008          2007
                                      ----------    ---------    ----------     ----------
Net sales                             $2,676,263   $2,584,519    $8,537,144     $8,124,031
Cost of sales                          1,891,753    1,776,432     5,867,317      5,785,706
                                      ----------    ---------    ----------     ----------
Gross profit                             784,510      808,087     2,669,827      2,338,325

Selling, general and administrative      678,736      660,459     2,131,366      1,960,250
       expenses
                                      ----------    ---------    ----------     ----------
Income from operations                   105,774      147,628       538,461        378,075
Interest expense - net                    39,191       39,551       114,774        114,215
                                      ----------    ---------    ----------     ----------
Income before income taxes                66,583      108,077       423,687        263,860
Income taxes                              13,581        9,973        34,421         30,629
                                      ----------    ---------    ----------     ----------
Net income                            $   53,002    $  98,104     $ 389,266     $  233,231
                                      ==========    =========    ==========     ==========

Net income per share
  Basic                                    $0.01        $0.02         $0.05          $0.03
  Diluted                                  $0.00        $0.01         $0.05          $0.03

Weighted average shares outstanding    6,743,853    6,114,679     6,559,629      5,104,271
</TABLE>

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


<TABLE>
<S>                                                          <C>               <C>
                                                                     Nine Months Ended
                                                                         June 30
                                                                  2008              2007
                                                            ----------       -----------
Cash flows from operating activities:
    Net income                                               $ 389,266         $ 233,231
    Adjustments to reconcile net income
    to net cash used in operating activities:
       Depreciation                                            275,814           253,656
       Amortization expense                                     12,222            12,222
       Allowance for doubtful accounts and sales returns       (25,461)            7,463
       Stock based compensation                                 42,420            11,366
 (Increase) decrease in:
         Accounts receivable                                    (2,993)           98,366
         Inventories                                          (204,129)         (386,033)
         Prepaid expenses and other
          current assets                                       (72,342)          (56,670)
  Decrease in:
         Accounts payable and accrued expenses                (204,705)         (159,107)
                                                            ----------       -----------
Net cash from operating activities                             210,092            14,494
                                                            ----------       -----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment             (192,904)         (293,773)
     Cash paid for acquisition of EMF                            -0-            (674,890)
     Cash paid for acquisition of POC                         (250,000)             -0-
     Acquisition costs                                        (164,953)             -0-
                                                            ----------       -----------
Net cash used in investing activities                         (607,857)         (968,663)
                                                            ----------       -----------
Cash flows from financing activities:
    Issuance of common stock                                   173,507           170,590
    Issuance of preferred stock                                  -0-             700,000
    Payments on long-term debt                                 (95,736)          (72,361)
    Proceeds from refinanced long term-debt                      -0-             174,816
    Proceeds from short-term debt                              250,000           212,910
    Payments on short-term debt                                 (1,800)         (227,277)
    Preferred stock dividends paid                             (53,250)          (66,092)
                                                            ----------       -----------
Net cash provided by financing activities                      272,721           892,586
                                                            ----------       -----------
Net decrease in cash                                          (125,044)          (61,583)

Cash - beginning of period                                     496,948           352,139
                                                            ----------       -----------
Cash - end of period                                         $ 371,904         $ 290,556
                                                            ==========       ===========
Supplemental Disclosure of cash flow information
  Non-cash investing and financing activities:
         Preferred stock dividends declared                    $53,250           $83,842
         Less dividends payable at June 30                       -0-             (17,750)
         Net cash paid for dividends                           $53,250           $66,092
                                                            ==========       ===========
Acquisition of EMF Corporation
   Fair market value of current assets acquired                  -              $468,300
   Property, plant & equipment                                   -             1,789,621
   Fair market value of liabilities assumed                      -            (1,063,031)
                                                                               ---------
   Total cost of acquisition                                     -             1,194,890
   Debt incurred to pay seller                                   -              (520,000)
                                                                               ---------
   Net cash paid for EMF Corporation                             -              $674,890
                                                                               =========
</TABLE>
                                               5
   <PAGE>

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

Note 1 - Basis of Presentation

     The consolidated balance sheet as of September 30, 2007 was
audited and appears in the Form 10-KSB previously filed  by  the
Company.  The consolidated balance sheet as of June 30, 2008 and
the consolidated statements of operations for the three and nine
months ended June 30, 2008 and 2007 and cash flows for the  nine
months ended June 30, 2008 and 2007, 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, 2008 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,  2007 Annual  Report  on  Form  10-KSB
previously filed by the Company with the Securities and Exchange
Commission.

     Certain items in the 2007 statement of operations have been
restated   to   conform   with  the  2008  financial   statement
presentation.

Note 2 - Business Acquisition

      On January 18, 2008, the company, through its wholly owned
subsidiary  Optometrics  Corporation,  entered  into  an   Asset
Purchase  Agreement with Precision Optics Corporation,  Inc.,  a
Massachusetts corporation and manufacturer of optical  products.
Pursuant   to  the  agreement,  the  Company  acquired   certain
equipment  used  to  create optical filters, certain  inventory,
intellectual  property and a customer list for a  cash  purchase
price  of  $250,000.  The asset purchase was recorded under  the
purchase   method  of  accounting  which  requires   the   total
consideration   be   allocated  to  the  assets   acquired   and
liabilities  assumed  based on their  fair  values.   The  total
purchase  price of $250,000 was allocated to fair value  of  the
equipment.  In addition, for a period of three years  after  the
closing, the Company agreed to pay Precision Optics Corporation,
Inc.  a  royalty of 25% of revenues from products sold to  those
customers  on  the  customer list to the  extent  such  revenues
exceed   $300,000  during  a  calendar  year.    The   financial
statements in this report include the results of operations from
the  asset purchase from January 18, 2008 through June 30, 2008,
but  do not reflect the results of operations from or the  other
effects  of  the transaction reported under Note 7 -  Subsequent
Event below.

Note 3 - Debt

     On  December 13, 2007, Dynasil's available line  of  credit
with  Susquehanna Bank was increased from $200,000 to  $475,000.
The  interest rate was reduced to Susquehanna Bank's prime rate.
All  other  terms remained unchanged. However, this  information
does  not  reflect  the  transaction reported  under  Note  7  -
Subsequent Event below.


                                    6
<PAGE>




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

Note 4 - 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, 2008     September 30, 2007
                                 -----------------  ------------------
        Raw Materials               $1,203,361         $1,145,249
        Work-in-Process                314,087            336,203
        Finished Goods                 519,401            351,268
                                       -------          ---------
                                    $2,036,849         $1,832,720
                                     =========          =========
Note 5 - 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.

Note 6 - Stock Based Compensation

      The  fair value of stock options granted was estimated  at
the date of grant using the Black-Scholes options pricing model.
The  Company used the following assumptions for the most  recent
grant  for  determining the fair value of options granted  under
the Black-Scholes option pricing model:

          Expected term in years             5 years
          Risk-free interest rate             4.76%
          Expected volatility                29.61%
          Expected dividend yield             0.00%

      The  expected volatility was determined with reference  to
the  historical volatility of the Company's stock.  The expected
term  of  options  granted represents the period  of  time  that
options  granted are expected to be outstanding.  The  risk-free
interest  rate for periods within the contractual  life  of  the
option is based on the U.S. Treasury rate in effect at the  time
of grant.

     During the three months ended June 30, 2008, 120,000  stock
options were granted at prices of $2.89 to $3.08 per share and -
0- options were exercised. For three months ended June 30, 2008,
total stock-based compensation charged to operations for option-
based  arrangements  amounted  to $32,800  for  options  granted
during  the  quarter  which are exercisable.   During  the  nine
months  ended June 30, 2008, 170,000 stock options were  granted
at  prices  of  $2.00 to $3.08 per share and  -0-  options  were
exercised.   For nine months ended June 30, 2008,  total  stock-
based   compensation  charged  to  operations  for  option-based
arrangements amounted to $42,420 for options granted during  the
period  which are exercisable or have become exercisable  during
the  period.  30,000 of the granted stock options in the quarter
ending  June  30,  2008  cannot  be  exercised  until  2010  and
therefore stock-based compensation expense totaling $9,702  will
be  recognized at that time if they become exercisable. At  June
30,  2008, there was approximately $11,120 of total unrecognized
compensation  expense  related  to non-exercisable  option-based
compensation arrangements


                                    7
<PAGE>
DYNASIL CORPORATION OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

under  the  Plan.  The Company cancelled -0- options during  the
nine  months ended June 30, 2008.  Compensation expense relating
to  non-employee  or Director stock options granted  during  the
nine months ended June 30, 2008 was $32,800.

Note 7 - Subsequent Event

     On  July  1, 2008, Dynasil acquired certain assets  of  RMD
Instruments,   LLC  and  the  outstanding  stock  of   Radiation
Monitoring Devices, Inc. (together, "RMD"). In order to  provide
financing for this acquisition, Dynasil completed a $10  million
bank  financing  with Susquehanna Bank DV,  issued  4.6  million
shares  of  common  stock  and  sold  shares  of  Series  C  10%
Cumulative  Convertible Preferred Stock.  In  addition,  Dynasil
entered into former owner work continuation agreements with  two
former  owners of the acquired businesses and entered into  five
year  leases for the space currently occupied by the  businesses
being  acquired.  See the Management's Discussion  and  Analysis
section  and Dynasil's report on form 8-K filed on July 7,  2008
for additional details.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Overview

     Dynasil Corporation of America ("Dynasil", the "Company" or
"we")  revenues for the third quarter of fiscal year 2008  which
ended  June 30, 2008, were $2,676,263, an increase of 3.5%  over
revenues  for the quarter ended June 30, 2007.  Net  income  for
the  quarter ended June 30, 2008 was $53,002 or $0.01 per share,
a decrease of 46% over net income of $98,104 or $0.02 per share,
for  the  quarter ended June 30, 2007.  Through three  quarters,
year  to  date performance shows a 5.1% increase in revenues  to
approximately $8.5 million and a 67% increase in net  profit  to
$389,266  versus  the  prior year.  Third quarter  profits  were
impacted by staffing costs and other expenses in support of  the
large RMD acquisition.  The Company also experienced weaker than
expected  quarterly  results in its optical  materials  business
unit.   Consummation of the RMD acquisition, including obtaining
needed  financing and recruiting additional personnel,  consumed
the bulk of corporate management's attention during the quarter.
Improved execution and a turnaround in the Company's EMF optical
coatings  unit  is the largest contributor for  the  significant
year to date profitability improvement.

     On  July  1, 2008, Dynasil acquired the stock of  Radiation
Monitoring Devices, Inc. and specific assets of RMD Instruments,
LLC  (together, "RMD") which are advanced instruments  companies
located   in   Watertown,  MA.   The  purchase   price   totaled
approximately  $20 million. RMD revenues for the  twelve  months
ended   June   30,   2008  were  approximately  $22.5   million.
Preliminary,  unaudited RMD profit for the twelve  months  ended
June  30, 2008 was approximately $3 million.  Management expects
the  addition of RMD to be a transformational event for  Dynasil
as  we expect to more than triple our revenues and profits while
our  shares  outstanding only approximately double, which  would
make the acquisition immediately accretive to earnings. With the
addition  of  RMD,  Dynasil has grown from  an  unprofitable  $2
million of revenues for fiscal year 2004 to revenues expected to
exceed   $35   million  for  fiscal  year   2009   with   strong
profitability.   Over  this period, Dynasil's  stock  price  has
moved  from $0.07 per share to around $2.30 to $2.50 per  share.
RMD  brings a track record of solid profitability and cash flow.
RMD  also  brings  some exciting products as well  as  extensive
technological capability that are expected to drive  our  future
growth  by  providing commercial products in areas like  medical
imaging  and  sensors  for  homeland security.  We  continue  to
execute our strategy of profitable growth through organic growth
and acquisitions.


                                    8
<PAGE>


DYNASIL CORPORATION OF AMERICA

Results of Operations

      Revenues  for  the three months ended June 30,  2008  were
$2,676,263, an increase of 3.5% over revenues of $2,584,519  for
the  quarter ended June 30, 2007.  Revenues for the nine  months
ended  June 30, 2008 were $8,537,144, an increase of  5.1%  over
revenues of $8,124,031 for the nine months ended June 30,  2007.
The revenue increases came from organic growth and the Precision
Optics  acquisition.  Year  to date  revenues  for  our  optical
coatings business are up 11% and our optical components business
is  up  21%.   We are managing our New Jersey optical  materials
business  to  maximize cash and revenues are down  13%  year  to
date,  with the largest impact coming from the loss  of  a  high
volume, low margin business which was expected to occur as  well
as a slowdown in that market.
      Cost of sales for the three months ended June 30, 2008 was
$1,891,753  or  70.6% of sales, an increase  of  1.9  percentage
points  from the three months ended June 30, 2007 of $1,776,432,
or  68.7%  of sales.  The largest driver for the cost  of  sales
increase  was the lower than expected sales volume and  elevated
material costs for the optical materials business where we  have
taken  steps to reduce costs. Cost of sales for the nine  months
ended June 30, 2008 was $5,867,317 or 68.7% of sales, a decrease
of  2.5  percentage points from the nine months ended  June  30,
2007  of  $5,785,706, or 71.2% of sales.  The largest driver  in
the  cost  of  sales improvement year to date  was  productivity
improvements at EMF.

      Gross profit for the three months ended June 30, 2008, was
$784,510 or 29.4% of sales, a decrease of $23,577 over the three
months ended June 30, 2007 of $808,087, or 31.3% of sales. Gross
profit  for the nine months ended June 30, 2008, was $2,669,827,
or  31.3% of sales, an increase of $331,502 over the nine months
ended   June  30,  2007  of  $2,338,325,  or  28.8%  of   sales.
Operational improvements at EMF were the largest driver of  year
to date gross margin improvement.

      Selling, general and administrative ("SG&A") expenses  for
the three months ended June 30, 2008, were $678,736 or 25.3%  of
sales, a decrease of 0.2 percentage points from the three months
ended June 30, 2007 of $660,459 or 25.5% of sales. SG&A expenses
for  the  nine  months ended June 30, 2008, were  $2,131,366  or
24.9%  of  sales, an increase of 0.8 percentage points from  the
nine months ended June 30, 2007 of $1,960,250 or 24.1% of sales.
The  changes  in  SG&A  expenses  resulted  primarily  from  the
addition  of  staffing to prepare for the  RMD  acquisition  and
Sarbanes  Oxley section 404 implementation costs.  In  order  to
prepare  for  the RMD acquisition, we hired Mr. Eugene  Talerico
during June 2008 as Corporate Controller and welcomed Mr.  Peter
Sulick  as  our  fourth Director, Financial  Expert,  and  Audit
Committee Chairman which resulted in $32,800 of associated stock
option expenses.

      Net  interest expense for the three months ended June  30,
2008,  was  $39,191, compared to $39,551 for  the  three  months
ended  June  30 2007.  Net interest expense for the nine  months
ended June 30, 2008, was $114,774, compared to $114,215 for  the
three months ended June 30 2007.

      Net  income for the three months ended June 30, 2008,  was
$53,002 or $0.01 in basic earnings per share, which is down  46%
from  net  income for the three months ended June 30,  2007,  of
$98,104,  or  $0.02  in basic profit per share.   Costs  to  add
staffing  in  preparation for the RMD  acquisition  as  well  as
weaker  than expected results in our optical materials  business
were the primary profit drivers.  Net income for the nine months
ended June 30, 2008, was $389,266 or $0.05 in basic earnings per
share, which is up 67% from net income for the nine months ended
June  30, 2007, of $233,231, or $0.03 in basic profit per share.
The  turn-around of EMF results was the largest factor  for  the
large net income increase.
                                       9
<PAGE>
DYNASIL CORPORATION OF AMERICA

     The  Company had a $13,581 provision for income  taxes  for
the  quarter ended June 30, 2008, and a $9,973 provision for the
quarter ended June 30, 2007. The Company had a $34,421 provision
for income taxes for the nine months ended June 30, 2008, and  a
$30,629  provision for the nine months ended June 30, 2007.  The
income  taxes were primarily for Massachusetts. As of  September
30,   2007,  the  Company  had  approximately  $674,200  of  net
operating  loss  carry  forwards to  offset  future  income  for
federal tax purposes expiring in various years through 2021.  In
addition,  the  Company  had  approximately  $585,800   of   net
operating  loss  carry  forwards to offset  certain  future  New
Jersey taxable income, expiring in various years through 2013.

Liquidity and Capital Resources

      Cash decreased by $125,044 for the nine months ended  June
30,  2008.   The  primary sources of cash  were  net  income  of
$389,266, depreciation and amortization expenses that aggregated
$288,036, net borrowings of $152,464, and the issuance of common
stock of $173,507.  The primary uses of cash were acquisition of
property,  plant  and  equipment  of  $192,904,  acquisition  of
Precision Optics assets of $250,000, increases in inventories of
$204,129,  RMD  acquisition costs of $164,953 and  decreases  in
accounts payable and accrued expenses of $204,705.

      The  Company  is  in the process of seeking  to  raise  an
additional $700,000 or more of financing from the sale of series
C 10% cumulative convertible preferred stock for working capital
purposes.  The Company believes that its current cash  and  cash
equivalent  balances,  along with  the  net  cash  generated  by
operations  and  credit lines, 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,  greater than $100,000, in the next  six  to  nine
months.  Any  major  business expansions or acquisitions  likely
will  require the Company to seek additional debt and/or  equity
financing.

Acquisitions

     The  acquisition of RMD on July 1, 2008 is expected  to  be
transformational  for  Dynasil.  The  purchase   price   totaled
approximately $20 million, comprised of cash payments  of  $12.5
million and the issuance of 4.6 million shares of Dynasil common
stock.  In order to finance the acquisition, Dynasil completed a
$9  million  bank  term loan at a 6% annual  interest  rate  and
issued  approximately  $5 million of 10% Cumulative  Convertible
Preferred Stock that is convertible into Dynasil common stock at
a  $2.50  per  share price.  Management has left  the  Preferred
Stock  offering  open  to raise additional working  capital  and
current  commitments  are approximately $5.3  million  versus  a
target of at least $6 million. Management expects that RMD  will
more  than  triple  our revenues and profits  while  our  shares
outstanding  only  approximately double, which  would  make  the
acquisition  immediately accretive to earnings.  It also  brings
us some exciting products and extensive technological capability
that we expect will drive our future growth.

     RMD  is  comprised of two business entities, one  of  which
performs research under government contracts such as SBIRs while
the  other  manufactures and sells photonics related instruments
and  components.  RMD revenues for the twelve months ended  June
30,   2008   were  approximately  $22.5  million.   Preliminary,
unaudited RMD profit for the twelve months ended June  30,  2008
was  approximately $3 million.  RMD's commercial products, which
management believes to have high growth potential, are sold into
the  medical imaging, environmental sensing and quality  control
markets.   These  products include hand-held x-ray  fluorescence
analyzers  for  lead paint and RoHS "green" compliance;  medical
probes  for  cancer  surgery that can  dramatically  reduce  the
number  of  lymph  nodes  removed  for  biopsy;  a  camera  that
integrates a visual picture with radioactive material

                                   10
<PAGE>



DYNASIL CORPORATION OF AMERICA

detection  for  Homeland  Security  and  nuclear  waste  cleanup
applications;  avalanche photodiodes for applications  including
medical  imaging; and very high performance scintilator  imaging
screens   for  digital  radiography.  More  than  30%  of   2007
commercial  revenues  came  from  after-sales  maintenance   and
support  of  instruments which provides an  ongoing,  profitable
revenue stream from the installed base of RMD instruments.

     RMD  has a total staff of about 100 employees that includes
38  Ph.Ds as part of a significant research and development team
that  contracts  with  the  National Institute  of  Health,  the
Department of Energy, the Department of Defense, NASA, NSF,  the
Domestic Nuclear Detection Office and the Department of Homeland
Security.  The  current backlog for research  contracts  exceeds
last year's revenues.

     Former  RMD  owners, Dr. Gerald Entine and Mr. Jack  Paster
are  now  major Dynasil shareholders and plan to stay  with  the
company  for  at least one and a half years.  RMD is  developing
technology  ranging  from  improved  scintilators  for   nuclear
detectors directed towards homeland security and medical imaging
applications, high performance optical detectors for medical and
space   requirements,  and  magnetic  sensor  arrays  for   non-
destructive  testing. Management believes  that  these  projects
provide high upside for faster growth and profitability.

     Dynasil  is  a technology company focused in the  Photonics
sector  which is comprised of many rapidly growing markets  such
as  solar  energy, medical instrumentation, lasers  and  display
technologies.   RMD  is expected to bring  new  capabilities  to
Dynasil  to drive our growth in the photonics market by  solving
technical  challenges  such  as the demands  for  smaller,  more
sensitive,  more  efficient and more capable  devices.   RMD  is
performing  cutting  edge research in the areas  of  sensor  and
detector technology, laser optics and medical imaging.

     Prior  to  the RMD acquisition, Dynasil had grown  from  an
unprofitable company with only $2 million of revenues in FY 2004
to  a  solidly  profitable $11 million company  in  FY  2007  by
executing  the growth and process improvement strategy initiated
by  Mr. Craig T. Dunham, who joined Dynasil as President and CEO
in  October  2004.  Dynasil acquired two other companies  and  a
product  line  during  the last three years  and  has  delivered
significant  performance  improvements  at  all  three  of   its
business units.  Management views the addition of RMD as a major
step  in executing Dynasil's profitable growth strategy  and  we
plan  to  apply our skills in effective execution  to  build  on
their  strong  cash  flow and accelerate  the  growth  of  their
current products as well as to commercialize new technology.

     On  January 18, 2008, Dynasil closed the acquisition of  an
optical  filter product line from Precision Optics  Corporation,
Inc. ("POC") located in Gardner, MA.  The purchase included  the
intellectual property, customer base and equipment to produce  a
variety  of  high  performance optical filters that  extend  the
market   offerings  of  our  optical  components   business   at
Optometrics  in  Ayer, MA.  In addition to a  $250,000  up-front
cash  payment, there is a royalty agreement on existing business
for  three  years.   This purchase fits our strategy  of  add-on
acquisitions  to grow our existing businesses.  We  are  in  the
process  of  fully  integrating the  additional  optical  filter
business  into our Ayer, MA location and anticipate  incremental
revenues  of  at  least  $500,000 per  year.   The  intellectual
property and know-how adds a significant capability set  to  the
Company.
Critical Accounting Policies and Estimates
      There  have  been  no  material changes  in  our  critical
accounting  policies  or  critical  accounting  estimates  since
September 30, 2007. We have not adopted any

                              11
<PAGE>



DYNASIL CORPORATION OF AMERICA
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  the Notes to  Consolidated  Financial
Statements  in our Annual Report on Form 10-KSB for  the  fiscal
year ended September 30, 2007.

      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:

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 a  portion
of our long-lived assets is impaired. Such a determination could
result  in non-cash charges to income that could materially  and
adversely affect the Company's 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
believes that some of these carry forwards will be realized, and
has adjusted the valuation allowance accordingly as outlined  in
the  Company's Annual Report on Form 10-KSB for the fiscal  year
ended September 30, 2007.

Stock-Based Compensation
     Compensation costs are recognized for stock options granted
to  employees  and directors.  Options and warrants  granted  to
employees and non-employees are
                                    12
<PAGE>



DYNASIL CORPORATION OF AMERICA


recorded  as  an  expense  at the date that  the  grant  becomes
exercisable based on the estimated fair value of the security in
question  as  of  the  grant date, determined  using  the  Black
Scholes option pricing model.

Fair Value of Equity Instruments
     The  valuation  of  certain items, including  valuation  of
warrants,  beneficial converse on feature related to convertible
debt  and compensation expense related to stock options granted,
involve   significant  estimates  with  underlying   assumptions
judgmentally  determined. The valuation of  warrants  and  stock
options  are  based upon a Black Scholes valuation model,  which
involve  estimates  of stock volatility, expected  life  of  the
instruments and other assumptions.

Recently Issued Accounting Standards

     In  December 2007, the Financial Accounting Standards Board
("FASB")  issued  Statement  of Financial  Accounting  Standards
("SFAS")  No.  141 (revised 2007), Business Combinations,  which
replaces SFAS No 141. The statement retains the
purchase  method of accounting for acquisitions, but requires  a
number  of  changes,  including changes in the  way  assets  and
liabilities are recognized in the purchase accounting.  It  also
changes the recognition of assets acquired and
liabilities  assumed  arising from contingencies,  requires  the
capitalization  of in-process research and development  at  fair
value,  and requires the expensing of acquisition-related  costs
as  incurred.  SFAS  No.  141R  is effective  for  us  beginning
October  1,  2009  and  will  apply  prospectively  to  business
combinations completed on or after that date.

        In   December  2007,  the  FASB  issued  SFAS  No.  160,
Noncontrolling Interests in Consolidated Financial  Statements--
An  Amendment  of  ARB No. 51, or SFAS No.  160.  SFAS  No.  160
establishes  new  accounting  and reporting  standards  for  the
noncontrolling   interest   in  a   subsidiary   and   for   the
deconsolidation of a subsidiary.  SFAS No. 160 is effective  for
fiscal years beginning on or after December 15, 2008. We believe
that SFAS 160 should not have a material impact on our financial
position or results of operations.

     In  March  2008, the FASB issued SFAS No. 161, "Disclosures
about Derivative Instruments and Hedging Activities" ("SFAS  No.
161").  SFAS  161 requires companies with derivative instruments
to  disclose  information that should enable financial-statement
users  to  understand  how  and why a  company  uses  derivative
instruments, how derivative instruments and related hedged items
are  accounted for under FASB Statement No. 133 "Accounting  for
Derivative   Instruments  and  Hedging   Activities"   and   how
derivative  instruments  and  related  hedged  items  affect   a
company's  financial  position, financial performance  and  cash
flows. SFAS 161 is effective for financial statements issued for
fiscal  years  and interim periods beginning after November  15,
2008.  The adoption of this statement is not expected to have  a
material  effect on the Company's future financial  position  or
results of operations.

   In  May 2008, the FASB issued SFAS No. 162, The Hierarchy  of
Generally Accepted Accounting Principles ("SFAS No. 162").  This
statement  identifies the sources of accounting  principles  and
the  framework for selecting the principles to be  used  in  the
preparation of financial statements of nongovernmental  entities
that   are  presented  in  conformity  with  generally  accepted
accounting   principles  (GAAP)  in  the  United  States.   This
Statement  shall  be  effective sixty days following  the  SEC's
approval  of  the  Public  Company  Accounting  Oversight  Board
(PCAOB) amendments to AU Section 411, The

                                    13
<PAGE>



DYNASIL CORPORATION OF AMERICA

Meaning  of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company does not believe the adoption
of  SFAS  No.  162 will have a material impact on its  financial
condition, results of operations or cash flows.
   Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the American
Institute of Certified Public Accountants ("AICPA") and the
Securities and Exchange Commission ("SEC") did not have, or are
not believed by management to have, a material impact on the
Company's present or future financial statements.

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 "Overview",  "Results  of
Operations",    "Liquidity   and    Capital    Resources"    and
"Acquisitions"   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 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
      As  required by Rule 13a-15(e) under the Exchange Act, our
Chief  Executive  Officer  and  Chief  Financial  Officer   have
evaluated our disclosure controls and procedures as of  the  end
of  the  period  covered by the report and have determined  that
such disclosure controls and procedures are effective.
      There  has  been  no change in our internal  control  over
financial  reporting  in connection with  this  evaluation  that
occurred   during  our  last  fiscal  quarter  that   materially
affected,  or it is reasonably likely to materially affect,  our
internal control over financial reporting.

PART II

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

ITEM 1    LEGAL PROCEEDINGS

     NONE


ITEM 2    CHANGES IN SECURITIES

     NONE

                                    14
<PAGE>



DYNASIL CORPORATION OF AMERICA

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 August 13,  2008,
the  Company  issued  a press release announcing  its  financial
results  for its third quarter ending June 30, 2008.  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 ("Exchange Act"), or otherwise
subject  to  the liabilities of that 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 August 13, 2008 issued by Dynasil
     Corporation of America announcing its financial results for
     the third quarter ending June 30, 2008.

     (b) Reports on Form 8-K

        On  June 16, 2008, an 8-K report for Items 5.02 and 9.01
     reporting  that  Dynasil had named  Mr.  Peter  Sulick,  of
     Naples,  FL  as  a Dynasil director. The Dynasil  Board  of
     Directors  passed  resolutions to increase  the  number  of
     Directors  from  three  to four and voted  to  appoint  Mr.
     Sulick  to  fill  the  newly created position.  Mr.  Sulick
     became  Chairperson  of the Audit Committee  for  Dynasil's
     Board of Directors' and its Financial Expert.

      On  June  26, 2008, an 8-K report for Item 5.02  reporting
     the addition of Eugene Talerico as Corporate Controller.

      On July 7, 2008, an 8-K report for Items 1.01, 2.01, 3.01,
     3.02,  3.03, 5.01, 8.01, and 9.01 reporting the acquisition
     of RMD and associated agreements and financing.

      On  July  15, 2008, an 8-K report for Item 5.02  reporting
     modifications in Director's compensation.

                                    15
<PAGE>





DYNASIL CORPORATION OF AMERICA


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: August 13, 2008
         ---------------------------------               --------------------
          Craig T. Dunham,
          President and CEO


          /s/ Laura Lunardo                       DATED: August 13, 2008
        -----------------------------                    --------------------
         Laura Lunardo
         Chief Financial Officer

                                     16