FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002
                               ------------------

                                       OR

[x]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

           For the transition period from _______ to ________.

           Commission file number:  1-10986


                                  MISONIX, INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 New York                           11-2148932
      --------------------------------        -----------------------
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)


     1938 New Highway, Farmingdale, NY                11735
  ----------------------------------------          ----------
  (Address of principal executive offices)          (Zip Code)

                                 (631) 694-9555
              ---------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  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   X     No
          ---        ---

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).

     Yes        No    X
          ---        ---

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practical  date:

                                                   Outstanding at
                  Class of Common Stock           November 6, 2002
               ----------------------------       ----------------
               Common Stock, $.01 par value          6,644,365


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                   MISONIX, INC.
                                   -------------

                                       INDEX
                                       -----


PART I -  FINANCIAL INFORMATION                                         PAGE
<S>                                                                     <C>
Item 1.  Financial Statements:

         Consolidated Balance Sheets as of
         September 30, 2002 (Unaudited) and June 30, 2002                  3

         Consolidated Statements of Operations
         Three months ended September 30, 2002
         and 2001 (Unaudited)                                              4

         Consolidated Statements of Cash Flows
         Three months ended September 30, 2002
         and 2001 (Unaudited)                                              5

         Notes to Consolidated Financial Statements                      6-8


Item 2.  Management's Discussion and Analysis of Financial Condition    9-13
         and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       14

Item 4.  Controls and Procedures                                          14

Part II - OTHER INFORMATION                                               15

Item 6.  Exhibits and Reports on Form 8-K                                 15

Signatures                                                                16

Certifications                                                         17-20
</TABLE>


                                        2
<PAGE>
PART  I  -  FINANCIAL  INFORMATION
Item  1.  Financial  Statements.
<TABLE>
<CAPTION>
                                                 MISONIX, INC.
                                          CONSOLIDATED BALANCE SHEETS
                                          ===========================

                                                                                  SEPTEMBER 30,     June 30,
                                                                                      2002            2002
                                                                                 ---------------  ------------
ASSETS                                                                             (UNAUDITED)      Audited
                                                                                 ---------------  ------------
<S>                                                                              <C>              <C>
Current assets:
   Cash and cash equivalents                                                     $      952,294   $ 1,065,465
   Accounts receivable, less allowance for doubtful accounts of $227,328 and
      $223,413, respectively                                                          6,509,931     6,656,932
   Inventories                                                                        8,362,598     7,170,844
   Prepaid income taxes                                                               1,321,592     1,391,978
   Deferred income taxes                                                                413,413       388,027
   Prepaid expenses and other current assets                                            663,192       715,367
                                                                                 ---------------  ------------
Total current assets                                                                 18,223,020    17,388,613

Property, plant and equipment, net                                                    3,402,243     3,151,909
Deferred income taxes                                                                 1,755,559     1,757,937
Goodwill                                                                              4,241,319     4,241,319
Other assets                                                                            305,415       424,674
                                                                                 ---------------  ------------
Total assets                                                                     $   27,927,556   $26,964,452
                                                                                 ===============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Revolving credit facilities                                                    $      970,392   $   730,092
  Accounts payable                                                                    3,484,707     3,072,234
  Accrued expenses and other current liabilities                                      1,173,962     1,304,824
  Litigation settlement liabilities                                                     170,000       174,332
  Current maturities of long-term debt and capital lease obligations                    288,317       252,850
                                                                                 ---------------  ------------
Total current liabilities                                                             6,087,378     5,534,332

Long-term debt and capital lease obligations                                          1,249,015     1,050,254

Deferred income                                                                         453,363       451,073
Minority interest                                                                       246,683       239,965


Stockholders' equity:
   Common stock, $.01 par value-shares authorized 10,000,000; 6,180,165 issued,
      6,105,865 outstanding                                                              61,802        61,802
   Additional paid-in capital                                                        22,313,991    22,313,991
   Retained deficit                                                                  (1,969,902)   (2,021,059)
   Treasury stock, 74,300 shares                                                       (401,974)     (401,974)
   Accumulated other comprehensive loss                                                (112,800)     (263,932)
                                                                                 ---------------  ------------
Total stockholders' equity                                                           19,891,117    19,688,828
                                                                                 ---------------  ------------

Total liabilities and stockholders' equity                                       $   27,927,556   $26,964,452
                                                                                 ===============  ============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                         MISONIX, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                          (UNAUDITED)
                                          ===========

                                                                  For the three months ended
                                                                         Septemer 30,
                                                                    2002             2001
                                                               ---------------  --------------
<S>                                                            <C>              <C>
Net sales                                                      $    7,010,322   $   6,822,521

Cost of goods sold                                                  4,053,104       3,637,349
                                                               ---------------  --------------

Gross profit                                                        2,957,218       3,185,172

Operating expenses:
   Selling expenses                                                   935,603       1,029,945
   General and administrative expenses                              1,519,873       1,487,532
   Research and development expenses                                  539,326         459,255
   Litigation (recovery) settlement expenses                         (127,302)              -
                                                               ---------------  --------------
Total operating expenses                                            2,867,500       2,976,732
                                                               ---------------  --------------
Income from operations                                                 89,718         208,440

Other income (expense):
   Interest income                                                     38,714         146,551
   Interest expense                                                   (42,977)        (35,895)
   Option/license fees                                                  6,078             972
   Royalty income                                                     122,645         293,355
   Foreign exchange gain                                                3,283               -
   Loss on impairment of investments                                 (112,632)       (422,083)
                                                               ---------------  --------------
 Total other income (expense)                                          15,111         (17,100)

Income before minority interest and income taxes                      104,829         191,340

Minority interest in net income of consolidated subsidiaries           (6,717)        (12,186)
                                                               ---------------  --------------

Income before income taxes                                             98,112         179,154

Income tax expense                                                     46,955         222,209
                                                               ---------------  --------------

Net income (loss)                                              $       51,157   $     (43,055)
                                                               ===============  ==============

Net income (loss) per share-Basic                              $          .01   $        (.01)
                                                               ===============  ==============

Net income (loss) per share - Diluted                          $          .01   $        (.01)
                                                               ===============  ==============

Weighted average common shares outstanding - Basic                  6,105,865       6,055,176
                                                               ===============  ==============

Weighted average common shares outstanding - Diluted                6,510,746       6,055,176
                                                               ===============  ==============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                     MISONIX, INC.
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (UNAUDITED)
                                                      ===========

                                                                                         FOR THE THREE MONTHS ENDED
                                                                                                 SEPTEMBER 30,
                                                                                            2002             2001
                                                                                       ---------------  --------------
<S>                                                                                    <C>              <C>
OPERATING ACTIVITIES                                                                   $       51,157   $     (43,055)
Net income (loss)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
   Bad debt expense                                                                            16,608          22,938
   Litigation recovery expense                                                               (127,302)              -
   Deferred income tax expense (benefit)                                                      (23,008)         72,609
   Depreciation and amortization                                                              153,558         131,113
   Loss on disposal of equipment                                                               53,795               -
   Deferred income                                                                              2,290          52,208
   Foreign currency exchange gain                                                              (3,283)           (972)
   Minority interest in net income of subsidiaries                                              6,717          12,186
   Loss on impairment of investments                                                          112,632         422,083
   Changes in operating assets and liabilities:
      Accounts receivable                                                                     321,909         929,317
      Inventories                                                                            (943,179)       (620,255)
      Prepaid income taxes                                                                     72,384               -
      Prepaid expenses and other current assets                                                (6,224)       (134,104)
      Other assets                                                                            114,500         (25,519)
      Accounts payable and accrued expenses                                                   171,113        (467,337)
      Litigation settlement liabilities                                                        (4,332)       (100,000)
      Income taxes payable                                                                    (37,392)       (299,096)
                                                                                       ---------------  --------------
Net cash used in operating activities                                                         (68,057)        (47,884)
                                                                                       ---------------  --------------

INVESTING ACTIVITIES
Acquisition of property, plant and equipment                                                  (97,830)        (72,582)
Redemption of investments held to maturity                                                          -       2,011,768
Purchase of convertible debentures - Focus Surgery, Inc.                                            -        (300,000)
Loans to Focus Surgery, Inc.                                                                        -         (12,595)
Loans to Hearing Innovations, Inc.                                                            (75,666)       (109,488)
                                                                                       ---------------  --------------
Net cash (used in) provided by investing activities                                          (173,496)      1,517,103
                                                                                       ---------------  --------------

FINANCING ACTIVITIES
Proceeds from (payments of) short-term borrowings, net                                        189,491         271,607
Principal payments on capital lease obligations                                               (65,387)        (89,615)
Proceeds (payments of) of long-term debt                                                       11,824         (12,067)
Proceeds from exercise of stock options                                                             -           4,605
                                                                                       ---------------  --------------
Net cash provided by financing activities                                                     135,928         174,530
                                                                                       ---------------  --------------

Effect of exchange rate changes on assets and liabilities                                      (7,546)          3,316
                                                                                       ---------------  --------------
Net (decrease) increase in cash and cash equivalents                                         (113,171)      1,647,065
Cash and cash equivalents at beginning of year                                              1,065,465       3,774,573
                                                                                       ---------------  --------------
Cash and cash equivalents at end of year                                               $      952,294   $   5,421,638
                                                                                       ===============  ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest                                                                               $       42,977   $      35,895
                                                                                       ===============  ==============
Income taxes                                                                           $       50,114   $     341,465
                                                                                       ===============  ==============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease additions                                                                $      198,722   $      49,798
                                                                                       ===============  ==============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        5
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Information with respect to interim periods is unaudited)
           ==========================================================

1.   Basis  of  Presentation
     -----------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial  information  and with the instructions to Form 10-Q and
     Article  10  of Regulation S-X. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles  for  complete  financial  statements.  In  the  opinion  of the
     management,  all  adjustments  (consisting  of  normal  recurring accruals)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the three months ended September 30, 2002 are not necessarily
     indicative of the results that may be expected for the year ending June 30,
     2003.

     The  balance  sheet  at  June  30,  2002  has been derived from the audited
     financial  statements  at  that  date,  but  does  not  include  all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles  for  complete  financial  statements.

     For further information, refer to the consolidated financial statements and
     footnotes  thereto included in the Company's Annual Report on Form 10-K for
     the  year  ended  June  30,  2002.

2.   Inventories
     -----------

Inventories are summarized as follows:

                           SEPTEMBER 30, 2002   JUNE 30, 2002
                           -------------------  --------------

          Raw materials    $         4,582,535  $    3,701,925
          Work-in-process            1,170,926         824,289
          Finished goods             2,609,137       2,644,630
                           -------------------  --------------
                           $         8,362,598  $    7,170,844
                           ===================  ==============


 3.   Accrued  Expenses  and  Other  Current  Liabilities
      ---------------------------------------------------

The  following  summarizes  accrued expenses and other current liabilities:


                                            SEPTEMBER 30, 2002   JUNE 30, 2002
                                            -------------------  --------------

          Accrued payroll and vacation      $           148,401  $      165,350
          Accrued sales tax                               4,965           7,262
          Accrued commissions and bonuses               211,330         216,343
          Customer deposits and deferred
            contracts                                   603,536         526,560
          Accrued professional fees                     122,256         229,750
          Warranty                                       68,000          68,000
          Other                                          15,474          91,559
                                            -------------------  --------------
                                                    $ 1,173,962  $    1,304,824
                                            ===================  ==============


                                        6
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

4.   Loans  to  Affiliates
     ---------------------

     Hearing  Innovations,  Inc.
     ---------------------------
     During  fiscal  2003,  the Company entered into two loan agreements whereby
     Hearing  Innovations,  Inc.  ("Hearing Innovations") is required to pay the
     Company  an  aggregate  amount  of $75,666 due November 30, 2003. All notes
     bear  interest  at  8% per annum. The notes are secured by a lien on all of
     Hearing  Innovations'  right,  title  and  interest in accounts receivable,
     inventory,  property,  plant  and  equipment  and  processes  of  specified
     products  whether  now  existing  or  arising  after  the  date  of  these
     agreements.  The  loan agreements contain warrants to acquire 75,666 shares
     of  Hearing  Innovations  common  stock, at the option of the Company, at a
     cost of $1.00 per share. These warrants, which are deemed nominal in value,
     expire  in  October  2005.  The  Company  recorded an allowance against the
     entire  balance  of  $75,666  and accrued interest for the above loans. The
     related  expense  has been included in loss on impairment of investments in
     the  accompanying  consolidated  statements  of  operations.  The  Company
     believes the loans and related interest are impaired since the Company does
     not  anticipate  that  these  loans  will  be  paid  in accordance with the
     contractual  terms  of  the  loan  agreements.

5.   Business  Segments
     ------------------

     The  Company  operates  in  two  business  segments  which are organized by
     product types: industrial products and medical devices. Industrial products
     include  the  Sonicator  ultrasonic  liquid  processor,  Aura ductless fume
     enclosure,  the  Autoscope  and Guardian endoscope disinfectant system from
     Labcaire  and  the  Mystaire wet scrubber. Medical devices include the Auto
     Sonix  for  ultrasonic  cutting  and  coagulatory  system,  refurbishing of
     high-performance  ultrasound  systems  and  replacement transducers for the
     medical  diagnostic  ultrasound  industry,  ultrasonic lithotriptor and the
     ultrasonic  neuro  aspirator,  used  for  neurosurgery,  and  soft  tissue
     aspirator, primarily for the cosmetic surgery market. The Company evaluates
     the  performance  of  the segments based upon income from operations before
     general  and  administrative  expenses and litigation (recovery) settlement
     expenses.  The  accounting  policies  of the segments are the same as those
     described in the summary of significant accounting policies (Note 1) in the
     Company's  Annual  Report  on  Form  10-K for the year ended June 30, 2002.
     Certain  items are maintained at the corporate headquarters (corporate) and
     are  not  allocated  to  the  segments.  They primarily include general and
     administrative  expenses and litigation (recovery) settlement expenses. The
     Company  does  not  allocate  assets  by  segment.  Summarized  financial
     information  for  each  of  the  segments  are  as  follows:

     For  the  three  months  ended  September  30,  2002:

<TABLE>
<CAPTION>
                                                          (a)
                            MEDICAL    INDUSTRIAL    CORPORATE AND
                            DEVICES     PRODUCTS      UNALLOCATED      TOTAL
                          ----------  -----------  ---------------  ----------
<S>                       <C>         <C>          <C>              <C>
Net sales                 $3,168,672  $ 3,841,650  $            -   $7,010,322
Cost of goods sold         1,843,770    2,209,334               -    4,053,104
                          ----------  -----------                   ----------
Gross profit               1,324,902    1,632,316               -    2,957,218
Selling expenses             267,625      667,978               -      935,603
Research and development
  expenses                   383,021      156,305               -      539,326
                          ----------  -----------                   ----------
Total operating expenses     650,646      824,283       1,392,571    2,867,500
                          ----------  -----------  ---------------  ----------
Income from operations    $  674,256  $   808,033  $   (1,392,571)  $   89,718
                          ==========  ===========  ===============  ==========
<FN>
(a)  Amount  represents  general  and  administrative  and litigation (recovery)
     settlement  expenses.
</TABLE>


                                        7
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

For  the  three  months  ended  September  30,  2001:

<TABLE>
<CAPTION>
                                                          (a)
                           MEDICAL    INDUSTRIAL    CORPORATE AND
                           DEVICES     PRODUCTS      UNALLOCATED      TOTAL
                          ----------  -----------  ---------------  ----------
<S>                       <C>         <C>          <C>              <C>
Net sales                 $2,742,138  $ 4,080,383  $            -   $6,822,521
Cost of goods sold         1,407,029    2,230,320               -    3,637,349
                          ----------  -----------                   ----------
Gross profit               1,335,109    1,850,063               -    3,185,172
Selling expenses             251,919      778,026               -    1,029,945
Research and development
  expenses                   321,573      137,682               -      459,255
                          -----------  -----------                   ---------
Total operating expenses     573,492      915,708       1,487,532    2,976,732
                          ----------  -----------  ---------------  ----------
Income from operations    $  761,617  $   934,355  $   (1,487,532)  $  208,440
                          ==========  ===========  ===============  ==========
<FN>
(a)  Amount  represents  general  and  administrative  expenses.
</TABLE>

The  Company's  revenues  are  generated  from  various  geographic regions. The
following  is  an  analysis  of  net  sales  by  geographic  region:

For the three months ended September 30:

                                      2002        2001
                                   ----------  -----------
                                       (IN THOUSANDS)

                United States      $4,481,000  $ 5,073,000
                Canada and Mexico     106,000       37,000
                United Kingdom      1,715,000    1,252,000
                Europe                472,000      214,000
                Asia                  154,000      171,000
                Middle East            13,000       31,000
                Other                  69,000       45,000
                                   ----------  -----------
                                   $7,010,000  $ 6,823,000
                                   ==========  ===========

6.   Revolving  Credit  Facilities
     -----------------------------

     On  July  1,  2002, Labcaire replaced its bank overdraft facility with HSBC
     Bank plc with a debt purchase agreement with Lloyds TSB Commercial Finance.
     The  amount  of  this  facility  is approximately $1,384,000 ( 950,000) and
     bears  interest  at the bank's base rate plus 1.75% and a service charge of
     .15%  of  sales  invoice  value. The agreement expires on June 28, 2003 and
     covers  all  United  Kingdom  and  European  sales.

     The  Company  was  not  in  compliance  with, and has received a waiver of,
     certain  covenants  under  its revolving line of credit facility with Fleet
     Bank  (as  discussed  in  the  Company's Annual Report on Form 10-K for the
     ended  June 30, 2002) for the period ending September 30, 2002. The Company
     has  not  borrowed  against  this  revolving  credit  facility.

7.   Subsequent  Events
     ------------------

     Labcaire  Systems  Ltd.
     -----------------------
     In  October  2002,  under  the terms of the revised purchase agreement (the
     "Labcaire  Agreement")  with Labcaire (as discussed in the Company's Annual
     Report  on  Form  10-K  for the year ended June 30, 2002), the Company paid
     $232,394  for  9,286  shares  (2.70%)  of  the  outstanding common stock of
     Labcaire bringing the acquired interest to 100%. This represents the fiscal
     2003  buy-back  and  last  portion,  as  defined in the Labcaire Agreement.



                                        8
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS.

Three  Months  Ended  September  30,  2002  and  2001.

NET  SALES:  Net  sales of the Company's medical devices and industrial products
-----------
increased  $187,801  to $7,010,322 for the three months ended September 30, 2002
from  $6,822,521 for the three months ended September 30, 2001.  This difference
in  net  sales  is  due  to an increase in medical devices of $426,534 offset by
lower  industrial products sales of $238,733. The increase in medical devices is
due  to  an  increase  in sales of diagnostic medical devices of $384,177 and an
increase of $42,357 in therapeutic medical devices, both due to customer demand.
The  decrease  in  industrial products is due to decreased wet scrubber sales of
$746,033  primarily  offset  by  an  increase  in Labcaire sales of $323,071, an
increase  of  ultrasonic  sales  of  $100,073  and  an increase in ductless fume
enclosure  sales  of  $84,156.  Wet  scrubber  sales  continue  to  be adversely
affected by the downturn of the semi-conductor market.  The increase in Labcaire
sales  is  due  to  the  new  Guardian  product  introduced  in  December  2001.

GROSS  PROFIT:  Gross  profit  decreased  to  42.2%  for  the three months ended
--------------
September  30,  2002  from  46.7% for the three months ended September 30, 2001.
The decrease in gross profit is predominantly due to the unfavorable mix of high
and  low  margin  product deliveries for industrial products, primarily ductless
fume  enclosures  and  medical  devices.  The  medical devices decrease in gross
profit  is  due  to  the unfavorable mix between sales of units and accessories.

SELLING  EXPENSES:  Selling expenses decreased $94,342 to $935,603 for the three
------------------
months  ended  September  30,  2002  from  $1,029,945 for the three months ended
September  30,  2001.  Medical  device  selling  expenses  increased  $15,706
predominantly  due  to  additional  sales  and  marketing efforts for diagnostic
medical  devices.  Industrial  selling expenses decreased $110,048 predominantly
due  to  a  decrease  in ultrasonic commissions and wet scrubber commissions and
marketing  expenses.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $32,341  from $1,487,532 in the three months ended September 30, 2001
to  $1,519,873  in  the  three months ended September 30, 2002.  The increase is
predominantly due to an increase in general and administrative expenses relating
to severance costs for a Labcaire executive partially offset by lower travel and
stockholder  relations  expenses.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$80,071  from $459,255 for the three months ended September 30, 2001 to $539,326
for  the  three  months ended September 30, 2002.  The increase is predominantly
due  to  increased  research  and  development on medical device products in the
amount  of  $61,448.  In  September  2002,  the  Company funded $50,000 to Focus
Surgery,  Inc.  ("Focus  Surgery")  to  start  research  and development for the
treatment  of  kidney  tumors  utilizing  high  intensity  focused  ultrasound
technology.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES. The Company recorded a reversal of
---------------------------------------------
the  litigation  settlement during the first quarter of fiscal 2003 of $127,302,
which  represents the sale of Lysonix 2000 units by Mentor Corporation under our
manufacturing  and  distribution  agreement,  that  was previously reserved for.
Accordingly,  the  Company  recorded  a reversal of the litigation settlement of
$127,302.  For  further  information,  refer  to  the  consolidated  financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K  for  the  year  ended  June  30,  2002.


                                        9
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

OTHER INCOME (EXPENSE): Other income during the three months ended September 30,
-----------------------
2002  was  $15,111.  During  the  three  months  ended September 30, 2001, other
expense  was $17,100.  The increase of $32,211 was principally due to a decrease
in  loss  on  impairment  of  investments  of $309,451, offset by lower interest
income  of  $107,837  and  reduced  royalty  income  of  $170,710.

INCOME  TAXES:  The  effective  tax  rate  is  47.9%  for the three months ended
--------------
September  30,  2002  as compared to an effective tax rate of 124% for the three
months ended September 30, 2001.  The current effective tax rate is a mixture of
the  Labcaire  tax  expense  offset  by  domestic  entities  benefits which also
incorporate  the valuation allowance recorded.  The Company recorded a valuation
allowance in the amount of $43,926 for the three months ended September 30, 2002
against  the deferred tax asset relating to the loss on the loans and debentures
issued  by  Hearing  Innovations because the Company does not anticipate capital
gains  to  offset  the  capital losses.  The valuation allowance was recorded in
accordance  with the provisions of FASB Statement No. 109 "Accounting for Income
Taxes".

CRITICAL  ACCOUNTING  POLICIES:

General:  Financial  Reporting  Release  No.  60,  which  was  released  by  the
--------
Securities  and  Exchange  Commission  ("SEC"),  in  December 2001, requires all
companies  to  include  a  discussion of critical accounting policies or methods
used  in  the  preparation  of the financial statements.  Note 1 of the Notes to
Consolidated  Financial  Statements  included  in the Company's Annual Report on
Form  10-K  for the year ended June 30, 2002 includes a summary of the Company's
significant  accounting  policies  and  methods  used  in the preparation of its
financial  statements.  The  Company's  discussion and analysis of its financial
condition  and  results  of  operations  are  based upon the Company's financial
statements,  which  have  been prepared in accordance with accounting principles
generally  accepted  in  the  United States.  The preparation of these financial
statements  requires the Company to make estimates and judgments that affect the
reported  amounts of assets, liabilities, revenues and expenses.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to  bad  debts,  inventories, goodwill, property, plant and equipment and income
taxes.  Management  bases  its  estimates and judgments on historical experience
and  on  various  other  factors  that  are  believed to be reasonable under the
circumstances,  the  results  of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.  The  Company considers certain accounting policies
related  to  allowance  for  doubtful accounts, inventories, property, plant and
equipment,  goodwill  and  income  taxes  to  be  critical  policies  due to the
estimation  process  involved  in  each.

Allowance for Doubtful Accounts:  The Company's policy is to review its
--------------------------------
customers' financial condition prior to extending credit and, generally,
collateral is not required.  The Company utilizes letters of credit on foreign
or export sales where appropriate.

Inventories:  Inventories  are stated at the lower of cost (first-in, first-out)
------------
or  market  and  consist  of  raw materials, work-in-process and finished goods.
Management evaluates the need to record adjustments for impairments of inventory
on  a  quarterly  basis.  The Company's policy is to assess the valuation of all
inventories,  including  raw  materials,  work-in-process  and  finished  goods.


                                       10
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

Property,  Plant  and  Equipment:  Property, plant and equipment are recorded at
---------------------------------
cost. Depreciation of property and equipment is provided using the straight-line
method  over estimated useful lives ranging from 1 to 5 years.   Depreciation of
the  Labcaire  building  is  provided  using  the  straight-line method over the
estimated  useful  life  of 50 years.  Leasehold improvements are amortized over
the  life  of  the  lease  or the useful life of the related asset, whichever is
shorter.  The  Company's  policy is to periodically evaluate the appropriateness
of  the  lives assigned to property, plant and equipment and to make adjustments
if  necessary.

Goodwill:  In  July  2001,  the  Financial  Accounting  Standards  Board  issued
---------
Statement  of  Financial Accounting Standards ("SFAS") Nos. 141 ("SFAS 141") and
142  ("SFAS  142"),  "Business  Combinations" and "Goodwill and Other Intangible
Assets,"  respectively.  SFAS  141  replaces Accounting Principles Board ("APB")
Opinion  16  "Business Combinations" and requires the use of the purchase method
for  all business combinations initiated after June 30, 2001.  SFAS 142 requires
goodwill  and  intangible  assets  with  indefinite useful lives to no longer be
amortized,  but  instead be tested for impairment at least annually and whenever
events  or  circumstances  occur that indicate goodwill might be impaired.  With
the  adoption of SFAS 142, as of July 1, 2001, the Company reassessed the useful
lives  and  residual  values  of  all  acquired  intangible  assets  to make any
necessary  amortization  period  adjustments.  Based  on  that  assessment, only
goodwill  was  determined  to  have an indefinite useful life and no adjustments
were  made  to  the  amortization  period or residual values of other intangible
assets.  SFAS  142  provides  a six-month transitional period from the effective
date of adoption for the Company to perform an assessment of whether there is an
indication  that  goodwill  is  impaired.  To  the  extent that an indication of
impairment  exists, the Company must perform a second test to measure the amount
of  impairment.  The  second  test must be performed as soon as possible, but no
later  than  the end of the fiscal year.  Any impairment measured as of the date
of  adoption  will  be  recognized  as  the  cumulative  effect  of  a change in
accounting  principle.  The Company performed the first test and determined that
there  is  no  indication that the goodwill recorded is impaired and, therefore,
the  second  test  was  not  required.  The  Company  also  completed its annual
goodwill  impairment tests for fiscal 2002 in the fourth quarter.  There were no
indicators  that  goodwill  recorded  was  impaired.

Income  Taxes:  Income  taxes are accounted for in accordance with SFAS No. 109,
--------------
"Accounting  for  Income  Taxes".  Under  this  method,  deferred tax assets and
liabilities  are  recognized  for  the  future  tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their respective tax bases, operating loss and tax credit
carryforwards.  Deferred  tax  assets and liabilities are measured using enacted
tax  rates  expected  to  apply  to  taxable  income in the years in which those
temporary  differences  are  expected to be recovered or settled.  The effect on
deferred  tax  assets  and liabilities of a change in tax rates is recognized in
income  in  the  period  that  includes  the  enactment  date.

LIQUIDITY  AND  CAPITAL  RESOURCES:

Working  capital  at  September  30,  2002 and June 30, 2002 was $12,135,642 and
$11,854,281,  respectively.  In  the  quarter  ended  September  30,  2002, cash
utilized in operations totaled $68,057.  This was primarily due to the cash paid
for  inventory  purchased  for unshipped orders.  In the quarter ended September
30,  2002,  cash  used  in  investing  activities  was $173,496, which primarily
consisted of loans made to Hearing Innovations, Inc. ("Hearing Innovations") and
the  purchase  of  property,  plant  and  equipment during the regular course of
business.  In  the  quarter ended September 30, 2002, cash provided by financing
activities  was  $135,928  with  primarily consisted of proceeds from short-term
borrowings  offset  by  principal  payments  on  capital  lease  obligations.


                                       11
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

Hearing  Innovations,  Inc.
---------------------------
During fiscal 2003, the Company entered into two loan agreements whereby Hearing
Innovations  is  required  to pay the Company an aggregate amount of $75,666 due
November  30,  2003.   All  notes  bear interest at 8% per annum.  The notes are
secured  by  a  lien on all of Hearing Innovations' right, title and interest in
accounts  receivable,  inventory, property, plant and equipment and processes of
specified  products  whether  now  existing  or  arising after the date of these
agreements.  The  loan  agreements  contain warrants to acquire 75,666 shares of
Hearing  Innovations  common  stock,  at the option of the Company, at a cost of
$1.00  per  share.  These warrants, which are deemed nominal in value, expire in
October  2005.  The  Company recorded an allowance against the entire balance of
$75,666  and accrued interest of $738 for the above loans.   The related expense
has  been  included  in  loss  on  impairment of investments in the accompanying
consolidated  statements  of  operations.  The  Company  believes  the loans and
related  interest  are impaired since the Company does not anticipate that these
loans  will  be  paid  in  accordance  with  the  contractual  terms of the loan
agreements.

Revolving  Credit  Facilities
-----------------------------
On  July  1,  2002, Labcaire replaced its bank overdraft facility with HSBC Bank
plc  with  a  debt  purchase  agreement with Lloyds TSB Commercial Finance.  The
amount  of  this  facility  is  approximately  $1,384,000  (  950,000) and bears
interest  at  the  bank's  base  rate plus 1.75% and a service charge of .15% of
sales  invoice  value.  The  agreement  expires  on June 28, 2003 and covers all
United  Kingdom  and  European  sales.

The Company was not in compliance with, and has received a waiver of, certain
covenants under its revolving line of credit facility with Fleet Bank (as
discussed in the Company's Annual Report on Form 10-K for the ended June 30,
2002) for the period ending September 30, 2002.  The Company has not borrowed
against this revolving credit facility.

Labcaire
--------
In  October  2002,  under  the  terms  of  the  revised  purchase agreement (the
"Labcaire Agreement") with Labcaire (as discussed in the Company's Annual Report
on  Form  10-K  for the year ended June 30, 2002), the Company paid $232,394 for
9,286  shares  (2.70%)  of the outstanding common stock of Labcaire bringing the
acquired  interest  to  100%.  This represents the fiscal 2003 buy-back and last
portion,  as  defined  in  the  Labcaire  Agreement.

Recent  Accounting  Pronouncements
----------------------------------
In  August  2001, the Financial Accounting Standards Board issued FASB Statement
No.  144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS
144),  which  supersedes  both  FASB  Statement  No.  121,  "Accounting  for the
Impairment  of  Long-Lived  Assets  and for Long-Lived Assets to Be Disposed Of"
(SFAS  121)  and  the accounting and reporting provisions of APB Opinion No. 30,
"Reporting  the  Results  of  Operations-Reporting  the Effects of Disposal of a
Segment  of  a  Business,  and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions"  (Opinion  30),  for  the  disposal of a segment of a
business  (as  previously  defined  in  that  Opinion).  SFAS  144  retains  the
fundamental  provisions  in  SFAS  121  for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by  sale, while also resolving significant implementation issues associated with
SFAS  121.  For  example,  SFAS  144 provides guidance on how a long-lived asset
that  is used as part of a group should be evaluated for impairment, establishes
criteria  for  when  a  long-lived  asset  is  held for sale, and prescribes the
accounting  for  a long-lived asset that will be disposed of other than by sale.
SFAS  144  retains  the  basic  provisions  of  Opinion  30  on  how  to present
discontinued  operations  in the income statement but broadens that presentation
to  include  a  component  of  an  entity (rather than a segment of a business).
Unlike  SFAS 121, SFAS 144 does not address the impairment of goodwill.  Rather,
goodwill  is  evaluated  for  impairment under SFAS No. 142, "Goodwill and Other
Intangible  Assets".


                                       12
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

The  Company  is  required  to  adopt  SFAS  144  no  later than the fiscal year
beginning  after  December  15,  2001.  In the first quarter of fiscal 2003, the
Company  adopted SFAS 144 for long-lived assets held for use and the adoption of
SFAS  144  did  not have a material impact on the Company's financial statements
because  the impairment assessment under SFAS 144 is largely unchanged from SFAS
121.  The provisions of the Statement for assets held for sale or other disposal
generally  are  required  to be applied prospectively after the adoption date to
newly initiated disposal activities.  Therefore, management cannot determine the
potential effects that adoption of SFAS 144 will have on the Company's financial
statements.

Forward  Looking  Statements:  This  report  contains  certain  forward  looking
statements  within  the meaning of Section 27A of the Securities Act and Section
21E  of  the  Exchange Act, which are intended to be covered by the safe harbors
created  thereby.  Although the Company believes that the assumptions underlying
the  forward  looking  statements  contained  herein  are reasonable, any of the
assumptions  could  be inaccurate, and therefore, there can be no assurance that
the  forward  looking  statements  contained  in  this  report  will prove to be
accurate.  Factors  that  could  cause actual results to differ from the results
specifically  discussed  in  the forward looking statements include, but are not
limited  to,  the absence of anticipated contracts, higher than historical costs
incurred  in performance of contracts or in conducting other activities, product
mix  in  sales,  results  of  joint  venture and investment in related entities,
future  economic,  competitive  and  market conditions, and the outcome of legal
proceedings  as  well  as  management  business  decisions.


                                       13
<PAGE>
                                  MISONIX, INC.
                      QUANTATIVE AND QUALITATIVE DISCLOSURE
                   ABOUT MARKET RISK AND CONROLS AND PROCEDURS
                   ===========================================

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market  Risk:
The  principal  market risks (i.e. the risk of loss arising from adverse changes
in  market  rates and prices) to which the Company is exposed are interest rates
on short-term investments and foreign exchange rates, which generate translation
gains and losses due to the English Pound to U.S. Dollar conversion of Labcaire.

Foreign  Exchange  Rates:
Approximately  31% of the Company's revenues in the first quarter of fiscal 2003
were  received  in  English  Pounds  currency.  To the extent that the Company's
revenues  are  generated in English Pounds, its operating results are translated
for  reporting  purposes  into U.S. Dollars using rates of 1.55 and 1.46 for the
three  months  ended September 30, 2002 and 2001, respectively.  A strengthening
of  the  English  Pound, in relation to the U.S. Dollar, will have the effect of
increasing  its  reported revenues and profits, while a weakening of the English
Pound  will have the opposite effect.  Since the Company's operations in England
generally  sets prices and bids for contracts in English Pounds, a strengthening
of  the  English Pound, while increasing the value of its UK assets, might place
the  Company  at  a  pricing disadvantage in bidding for work from manufacturers
based  overseas.  The  Company  collects  its  receivables  in  the currency the
subsidiary  resides in.  The Company has not engaged in foreign currency hedging
transactions,  which  include  forward  exchange  agreements.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures
    ------------------------------------------------

Disclosure  controls  and  procedures  are designed to ensure the reliability of
financial  statements  and other disclosures included in this report. Within the
90  days  prior  to  the  filing  of  this  report,  the  Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of  the  effectiveness  of  the  design and operation of the Company's
disclosure  controls  and procedures pursuant to Exchange Act Rule 13a-14. Based
upon  that  evaluation,  the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting  them  to  material  information required to be included in the
Company's  periodic  Securities  and  Exchange  Commission  filings.

(b) Changes in Internal Controls
    ----------------------------

There has been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date the Company carried out its evaluation.


                                       14
<PAGE>
                                  MISONIX, INC.

PART II -     OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K.

(a)  Exhibit  99.1 - Certification of Periodic Report by Chief Executive Officer
     Exhibit  99.2 - Certification of Periodic Report by Chief Financial Officer

(b)  There  were no reports on Form 8-K filed during the quarter ended September
     30,  2002.


                                       15
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

Date:     November 13, 2002

                                   MISONIX, INC.
                                   --------------------------------------------
                                   (Registrant)

                                   By:  /s/ Michael McManus, Jr.
                                        ---------------------------------------
                                        Michael McManus, Jr.
                                        President, Chief Executive Officer


                                   By:  /s/  Richard  Zaremba
                                        ---------------------------------------
                                        Richard  Zaremba
                                        Vice President, Chief Financial Officer,
                                        Treasurer and Secretary



                                       16
<PAGE>
                                 CERTIFICATIONS

I, Michael McManus, Jr., certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q of MISONIX, INC.;

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

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

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

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

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November 13, 2002


                               /s/ Michael McManus, Jr.
                               -----------------------------
                               Michael McManus, Jr.
                               President, Chief Executive Officer


                                       17
<PAGE>
                                 CERTIFICATIONS

I, Richard Zaremba, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q of MISONIX, INC.;

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

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

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

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

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November 13, 2002


                               /s/ Richard Zaremba
                               -----------------------------
                               Richard Zaremba
                               Vice President, Chief Financial Officer,
                               Treasurer and Secretary


                                       18
<PAGE>