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 DECEMBER 31, 2000

    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 2,372,505 shares of common stock, par value $.0005 per share,
outstanding as of April 30, 2001.

                                     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
             MARCH 31, 2001 AND SEPTEMBER 30, 2000                       3

             CONSOLIDATED STATEMENTS OF OPERATIONS FOR
             THE THREE AND SIX MONTHS ENDED MARCH 31, 2001 AND 2000	 4

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
             MONTHS ENDED MARCH 31, 2001 AND 2000                        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


                                     2
<PAGE>


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

<TABLE>
<S>                                                      <C>              <C>
                                                             March 31     September 30
                                                               2001            2000
                                                           ----------      ----------

Current assets
   Cash and cash equivalents                                $ 271,851       $ 249,695
   Accounts receivable                                        826,673         608,488
   Inventory                                                  931,338         909,223
   Other current assets                                        46,020          32,596
                                                           ----------      ----------
        Total current assets                                2,075,882       1,800,022

Property, Plant and Equipment, net                          1,865,066       1,838,599

Other Assets
        Restricted cash                                       200,000               0
Other Assets                                                   22,755          20,534
                                                           ----------      ----------
        Total Assets                                       $4,163,703      $3,659,135
                                                           ==========      ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
   Current portion - long-term debt                          $321,078        $147,859
   Accounts payable                                           313,106         101,871
   Accrued expenses                                           122,535         165,751
                                                           ----------      ----------
        Total current liabilities                             756,719         415,481

Long-term Debt, net                                         1,438,807       1,620,885

Stockholders' Equity
   Common Stock, $.0005 par value, 25,000,000 shares
    authorized, 3,013,001 and 2,997,292 shares issued
    2,372,377 and 2,356,668 shares outstanding                  1,507           1,499
   Additional paid in capital                               1,079,251       1,062,309
   Retained earnings                                        1,846,722       1,518,264
                                                           ----------      ----------
                                                            2,927,480       2,582,072

   Less 640,624 shares in treasury - at cost                 (959,303)       (959,303)
                                                           ----------      ----------
        Total stockholders' equity                          1,968,177       1,622,769
                                                           ----------      ----------
        Total Liabilities and Stockholders' Equity         $4,163,703      $3,659,135
                                                           ==========      ==========
</TABLE>

                                     3
<PAGE>


DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<S>                                   <C>					  <C>
                                          Three Months Ended  		  Six Months Ended
                                                March 31                       March 31
                                            2001        2000               2001            2000
                             		----------    ---------		----------	----------
Sales                                   $1,386,744   $1,040,323         $2,704,361      $1,805,742
Cost of Sales                              956,296      749,031          1,874,832       1,302,128
                                        ----------    ---------         ----------      ----------

Gross profit                               430,448      291,292            829,529         503,614
Selling, general and administrative        222,371      191,550            415,346         341,795
                                        ----------    ---------         ----------      ----------
Income from Operations                     208,077      99,742             414,183         161,819

Other income (expense)
     Interest expense                     ( 44,908)   ( 46,634)            (91,936)        (92,970)
     Other Income (Expense)                  3,498           0               6,210               0
                                        ----------    ---------         ----------      ----------

Income before Income Taxes                 166,667      53,108             328,457          68,849

Provision (benefit) for Income Tax               0           0                   0               0
                                         ---------    ---------         -----------     ----------
Net income                               $166,667     $ 53,108          $  328,457      $   68,849
                                        =========     ========          ===========     ==========

Net income (loss) per share
  Basic                                  $   0.07    $    0.02		 $    0.14	 $    0.03
  Diluted                                $   0.07    $    0.02		 $    0.14	 $    0.03

Weighted average shares outstanding     2,369,368    2,354,026		 2,363,053	 2,350,303


</TABLE>

                                     4
<PAGE>


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


<TABLE>
<S>                                                          <C>               <C>
                                                                     Six Months Ended
                                                                         March 31
                                                                  2001              2000
                                                              ----------       -----------

Cash flows from operating activities:
    Net income                                                 $ 328,457        $    68,849
    Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
       Depreciation                                              167,490            176,760
       Amortization expense                                        1,704              1,704
  Allowance for doubtful accounts
       (Increase) decrease in:
         Accounts receivable                                    (218,185)           (87,019)
         Inventories                                             (22,115)           (12,959)
         Prepaid expenses and other current assets               (13,424)            (8,784)
       Other assets                                               (3,925)            (4,181)
       Increase (decrease) in:
         Accounts payable                                        211,235             63,396
         Accrued expenses                                        (43,217)           (54,364)
                                                               ---------        -----------
Net cash provided by (used in) operating activities              408,020            143,312
                                                               ---------        -----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment                (71,657)           (28,201)
          Increase in restricted cash                           (200,000)                 0
                                                               ---------        -----------
Net cash provided by (used in) investing activities             (271,657)           (28,201)
                                                               ---------        -----------
Cash flows from financing activities:
     Issuance of common stock                                     16,952              2,100
          Proceeds from Bank Debt                                200,000                  0
     Repayments of long-term debt                               (331,159)          ( 75,692)
                                                               ---------        -----------
Net cash provided by (used in) financing activities             (114,207)           (73,592)
                                                               ---------        -----------
Net increase (decrease) in cash                                   22,156             41,519
Cash - beginning of period                                       249,695            140,253
                                                               ---------        -----------
Cash - end of period                                           $ 271,851          $ 181,772
                                                               =========        ===========

</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, 2000 was audited and
appears in the Form 10-KSB previously filed by the Company.  The consolidated
balance sheet as of March 31, 2001 and the consolidated statements of
operations and cash flows for the six months ended March 31, 2001 and 2000,
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 March 31, 2001 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, 2000 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:

                                   March 31, 2001        September 30, 2000
                                 -----------------       ------------------
        Raw Materials                   36,192                22,887
        Work-in-Process                760,411               747,802
        Finished Goods                 134,735               138,534
                                       -------               -------
                                       931,338               909,223
                                       =======               =======
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.


4. Supplementary Disclosure of Cash Flow Information

Non-cash investing and financing activities during the six months ended March
31, 2001 were as follows:

        Purchase of property and equipment             193,957
        Debt incurred                                 (122,300)
                                                     ---------
        Cash paid for property and equipment            71,657
						     =========

                                    6
<PAGE>


ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

     Revenues for the three months ended March 31, 2001 were $1,386,744, an
increase of 33% over revenues of $1,040,323 for the three months ended March
31,2000. Revenues for the six-months ended March 31, 2001 were $2,704,361, an
increase of 50% over revenues of $1,805,742 for the six-months ended March
31,2000. The primary reasons for the increase are the continued strong demand
for synthetic fused silica and our ability to meet the customer's quick
delivery requirements. We have seen growth in the traditional optics market
as well as the rapidly increasing uses of synthetic fused silica in the
electro-optical markets.

     Cost of sales for the three months ended March 31, 2001 were $956,296,
or 68.9% of sales, an increase of $207,265 over the three months ended March
31, 2000 of $749,031, or 72.0% of sales. Cost of sales for the six-months
ended March 31, 2001 were $1,874,832, or 69.3% of sales, and increase of
$572,704 over the six-months ended March 31, 2000 of $1,302,128, or 72.1% of
sales. Improvements, as measured by percentage of sales, in the current
fiscal year can be attributed to our ability to control manufacturing
expenses. A recent upgrade in our production schedule system enabled us to
better manage the workflow. We were able to increase the throughput with
minimal increase in manpower. A recent purchase of capital equipment also
helped in this area.

     Gross profit for the three months ended March 31, 2001 was $430,448, or
31.1% of sales, an increase of $139,156 over the three months ended March 31,
2000 of $291,292, or 28.0% of sales. Gross profit for the six months ended
March 31, 2001 was $829,529, or 30.7% of sales, an increase of $325,915 over
the six months ended March 31, 2000 of $503,614, or 27.9% of sales. As
discussed above increased sales and controlling expenses contributed to the
substantial improvement.

     Selling, general and administrative expenses for the three months ended
March 31, 2001 were $222,371, or 16.0% of sales, an increase of $30,821 over
the three months ended March 31, 2000 of $191,550, or 18.4% of sales.
Selling, general and administrative expenses for the six months ended March
31, 2001 were $415,346, or 15.4% of sales, an increase of $73,551 over the
six months ended March 31, 2000 of $341,795, or 18.9% of sales.

Major components of the increased selling, general and administrative
expenses were an increase in sales salaries as a result of commissions being
paid on higher sales, increased investor relations expenses, increased travel
expense and increase in directors fees. Effective January 2001 the
shareholders approved the following cash compensation for serving on the
board: Chairman of the Board, $2,500 per month, all other non-employee
directors, $1,000 per month. Prior to this period board members were
compensated with stock options.

     Interest expense for the three months ended March 31, 2001 was $44,908,
a decrease of $1,726 over the three months ended March 31, 2000 of $46,634.
Interest expense for the six months ended March 31, 2001 was $91,936, a
decrease of $1,034 over the six months ended March 31, 2000 of $92,970. (See
discussion in Liquidity and Capital Resources section)

The increase in other income of $6,210 represents interest income
earned for the six months ended March 31, 2001. We have been investing our
excess cash in interest earning securities.


                 7

<PAGE>



     Net income for the three months ended March 31, 2001 was $166,667, or
$.07 in basic earnings per share, an increase of $113,559 over the three
months ended March 31, 2000 of $53,108, or $.02 in basic earnings per share.
Net income for the six months ended March 31, 2001 was $328,457, or $.14 in
basic earnings per share, an increase of $259,608 over the six months ended
March 31, 2000 of $68,849, or $.03 in basic earnings per share.

The Company has no provision for income taxes for either period in 2001
or 2000. As of September 30, 2000, we have approximately $790,000 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 $214,000 of net operating loss carryforwards to offset certain
future states' taxable income, expiring in various years through 2007.


Liquidity and Capital Resources

     Cash increased by $22,156 for the six months ended March 31,2001. Cash
provided from operations of $408,020 was primarily used to reduce debt by
$131,159, acquire property plant and equipment for $71,657, and increase
restricted cash by $200,000.

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. In addition $50,000 of the 12% subordinated debt was paid off in
January 2001 from internally generated funds.

     The Company believes that its current cash and cash equivalent balances,
and net cash generated by operations, will be sufficient to meet its
anticipated cash needs for working capital for at least the next 12 months.
The Company plans to spend $100,000 in capital improvements in the next six
to nine months. This cash will come from internally generated funds. 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

At the annual meeting of shareholders held on January 30, 2001, the
shareholders voted to approve an amendment to the 1999 Stock Incentive Plan
as amended July 25, 2000 (the "Plan") to increase in the total number of
shares of Company common stock that may be issued under the Plan from 450,000
to 900,000.

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:   May 14, 2001
        ---------------------------------                      ------------
          John Kane,
          President, Treasurer, Chief Financial
          Officer and Principal Accounting Officer



BY:       /s/ Charles J. Searock, Jr.                 DATED:    May 14, 2001
        ---------------------------------                       ------------
          Charles J. Searock, Jr.,
          CEO




                                     10
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