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  December 31, 2003
                                -----------------

                                       OR

[ ]  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              February 1, 2004
               ----------------------------       ----------------

               Common Stock, $.01 par value           6,655,865


<PAGE>
                                  MISONIX, INC.
                                  -------------

                                      INDEX
                                      -----

PART I - FINANCIAL INFORMATION                                              PAGE

Item 1. Financial Statements:

     Consolidated Balance Sheets as of
     December 31, 2003 (Unaudited) and June 30, 2003                           3

     Consolidated Statements of Income
     Six months ended December 31, 2003
     and 2002 (Unaudited)                                                      4

     Consolidated Statements of Income
     Three months ended December 31, 2003
     and 2002 (Unaudited)                                                      5

     Consolidated Statements of Cash Flows
     Six months ended December 31, 2003
     and 2002 (Unaudited)                                                      6

     Notes to Consolidated Financial Statements                                7


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

Item 3. Quantitative and Qualitative Disclosures About Market Risk            24

Item 4. Controls and Procedures                                               24

Part II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                      25

Signatures                                                                    26


                                        2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.

                                               MISONIX, INC.
                                        CONSOLIDATED BALANCE SHEETS
                                        ===========================


                                                                                 DECEMBER 31,     June 30,
                                                                                    2003           2003
                                                                               ----------------------------
ASSETS                                                                            (UNAUDITED)
                                                                               ----------------------------
<S>                                                                            <C>             <C>
Current assets:
    Cash and cash equivalents                                                  $   4,915,875   $ 2,279,869
    Accounts receivable, less allowance for doubtful accounts of $747,199 and
        $644,157, respectively                                                     6,383,146     7,844,399
    Inventories                                                                    9,499,832     8,979,472
    Deferred income taxes                                                            605,313       477,580
    Prepaid expenses and other current assets                                        654,560       983,523
                                                                               ----------------------------
Total current assets                                                              22,058,726    20,564,843

Property, plant and equipment, net                                                 3,769,931     3,574,207
Deferred income taxes                                                                459,677       862,690
Goodwill                                                                           4,473,713     4,473,713
Other assets                                                                         328,960       319,136
                                                                               ----------------------------
Total assets                                                                   $  31,091,007   $29,794,589
                                                                               ============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Revolving credit facilities                                                  $   1,258,477   $   704,669
  Accounts payable                                                                 3,091,945     3,563,208
  Accrued expenses and other current liabilities                                   1,664,524     2,002,154
  Income taxes payable                                                               416,651        47,453
  Current maturities of long-term debt and capital lease obligations                 297,652       279,554
                                                                               ----------------------------
Total current liabilities                                                          6,729,249     6,597,038

Long-term debt and capital lease obligations                                       1,304,031     1,235,362

Deferred income                                                                      394,875       356,076
Minority interest                                                                    291,602       263,450


Stockholders' equity:
   Common stock, $.01 par value-shares authorized 10,000,000; 6,733,665
        issued and 6,655,865 outstanding                                              67,337        67,337
   Additional paid-in capital                                                     22,712,511    22,712,511
   Retained deficit                                                                 (270,456)   (1,053,484)
   Treasury stock, 77,800 shares                                                    (412,424)     (412,424)
   Accumulated other comprehensive income                                            274,282        28,723
                                                                               ----------------------------
Total stockholders' equity                                                        22,371,250    21,342,663
                                                                               ----------------------------

Total liabilities and stockholders' equity                                     $  31,091,007   $29,794,589
                                                                               ============================
<FN>


See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


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

                                                         FOR THE SIX MONTHS ENDED
                                                               DECEMBER 31,

                                                            2003          2002
                                                        ------------  ------------
<S>                                                     <C>           <C>

Net sales                                               $17,916,007   $15,184,835

Cost of goods sold                                       10,272,094     8,822,459
                                                        --------------------------

Gross profit                                              7,643,913     6,362,376

Operating expenses:
    Selling expenses                                      2,078,492     2,032,563
    General and administrative expenses                   3,890,046     3,152,131
    Research and development expenses                     1,063,646     1,015,888
    Litigation (recovery) settlement expenses                     -      (152,628)
                                                        --------------------------
Total operating expenses                                  7,032,184     6,047,954
                                                        --------------------------
Income from operations                                      611,729       314,422

Other income (expense):
    Interest income                                          27,846        41,398
    Interest expense                                        (77,003)      (87,480)
    Option/license fees                                      13,125        12,156
    Royalty income                                          838,588       248,645
    Foreign exchange (loss) gain                             (8,941)        2,245
    Loss on impairment of Hearing Innovations, Inc.         (35,600)     (182,907)
    Loss on impairment of Focus Surgery, Inc.                     -       (13,725)
                                                        --------------------------
  Total other income                                        758,015        20,332

Income before minority interest and income taxes          1,369,744       334,754

Minority interest in net income (loss) of consolidated
subsidiary                                                   28,151       (33,836)
                                                        --------------------------

Income before income taxes                                1,341,593       368,590

Income tax expense                                          558,565       204,392
                                                        --------------------------

Net income                                              $   783,028   $   164,198
                                                        ==========================

Net income per share - Basic                            $       .12   $       .03
                                                        ==========================

Net income per share - Diluted                          $       .12   $       .03
                                                        ==========================

Weighted average common shares outstanding - Basic        6,655,865     6,308,526
                                                        ==========================

Weighted average common shares outstanding - Diluted      6,729,060     6,554,421
                                                        ==========================
<FN>

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


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

                                                       FOR THE THREE MONTHS ENDED
                                                              DECEMBER 31,

                                                           2003         2002
                                                        -----------  -----------
<S>                                                     <C>          <C>

Net sales                                               $9,296,109   $8,174,513

Cost of goods sold                                       5,317,891    4,769,355

Gross profit                                             3,978,218    3,405,158

Operating expenses:
    Selling expenses                                     1,121,959    1,096,960
    General and administrative expenses                  1,834,278    1,632,258
    Research and development expenses                      575,166      476,562
    Litigation (recovery) settlement expenses                    -      (25,326)
                                                        ------------------------
Total operating expenses                                 3,531,403    3,180,454
                                                        ------------------------
Income from operations                                     446,815      224,704

Other income (expense):
    Interest income                                         21,018        2,684
    Interest expense                                       (39,207)     (44,503)
    Option/license fees                                      6,664        6,078
    Royalty income                                         274,539      126,000
    Foreign exchange loss                                   (4,348)      (1,038)
    Loss on impairment of Hearing Innovations, Inc.        (12,600)     (84,000)
                                                        ------------------------
  Total other income                                       246,066        5,221

Income before minority interest and income taxes           692,881      229,925

Minority interest in net income (loss) of consolidated
subsidiary                                                  14,125      (40,553)
                                                        ------------------------

Income before income taxes                                 678,756      270,478

Income tax expense                                         289,470      157,437
                                                        ------------------------

Net income                                              $  389,286   $  113,041
                                                        ========================

Net income per share - Basic                            $      .06   $      .02
                                                        ========================

Net income per share - Diluted                          $      .06   $      .02
                                                        ========================

Weighted average common shares outstanding - Basic       6,655,865    6,511,188
                                                        ========================

Weighted average common shares outstanding - Diluted     6,732,540    6,598,096
                                                        ========================
<FN>

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                     MISONIX, INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)
                                      ===========

                                                              FOR THE SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                                 2003          2002
                                                              -------------------------
<S>                                                           <C>          <C>
OPERATING ACTIVITIES
Net income                                                    $  783,028   $   164,198
Adjustments to reconcile net income to net cash provided by
operating activities:
     Bad debt expense                                            127,099        29,530
     Litigation recovery                                               -      (152,628)
     Deferred income tax benefit                                 275,280       (19,398)
     Depreciation and amortization                               358,029       327,684
     Loss on disposal of equipment                                41,975        66,873
     Foreign currency exchange loss (gain)                         8,941        (2,245)
     Minority interest in net income of subsidiaries              28,151       (33,836)
     Loss on impairment of investments                            35,600       196,632
     Changes in operating assets and liabilities:
        Accounts receivable                                    1,425,679        (1,483)
        Inventories                                             (268,059)   (1,269,619)
        Prepaid income taxes                                    (119,657)      657,914
        Prepaid expenses and other current assets                355,672        (7,662)
        Other assets                                             (36,853)      160,842
        Accounts payable and accrued expenses                   (923,500)      192,804
        Litigation settlement liabilities                              -        (4,332)
        Deferred income                                           38,799        39,304
        Income taxes payable                                     483,252       (36,292)
                                                              -------------------------
Net cash provided by operating activities                      2,613,436       308,286
                                                              -------------------------

INVESTING ACTIVITIES
Acquisition of property, plant and equipment                    (214,509)     (267,025)
Loans to Hearing Innovations, Inc.                               (35,600)     (159,666)
Purchase of Labcaire stock                                             -      (232,394)
                                                              -------------------------
Net cash used in investing activities                           (250,109)     (659,085)
                                                              -------------------------

FINANCING ACTIVITIES
Proceeds from short-term borrowings                              451,063       360,815
Principal payments on capital lease obligations                 (153,787)     (134,008)
Proceeds from long-term debt                                           -        11,409
Payments of long-term debt                                       (25,432)      (10,754)
Proceeds from stock options                                            -       393,104
                                                              -------------------------
Net cash provided by financing activities                        271,844       620,566
                                                              -------------------------

Effect of exchange rate changes on assets and liabilities            835        (4,299)
                                                              -------------------------
Net increase in cash and cash equivalents                      2,636,006       265,468
Cash and cash equivalents at beginning of period               2,279,869     1,065,465
                                                              -------------------------
Cash and cash equivalents at end of period                    $4,915,875   $ 1,330,933
                                                              =========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for (received from):
Interest                                                      $   77,003   $    87,480
                                                              =========================
Income taxes                                                  $ (177,389)  $  (531,213)
                                                              =========================
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Capital lease additions                                       $  153,364   $   237,785
                                                              =========================
<FN>
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        6
<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  accounting  principles generally
     accepted  in  the  United  States for complete financial statements. In the
     opinion  of  management,  all  adjustments  (consisting of normal recurring
     accruals)  considered necessary for a fair presentation have been included.
     Operating  results  for  the  six  months  ended  December 31, 2003 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ending  June  30,  2004.

     The  balance  sheet  at  June  30,  2003  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,  2003.


2.   Net  Income  Per  Share
     -----------------------

     Basic  income  per common share excludes any dilution. It is based upon the
     weighted  average  number  of  common shares outstanding during the period.
     Dilutive  earnings  per  share  reflects  the potential dilution that would
     occur  if  options  to  purchase common stock were exercised. The following
     table  sets forth the reconciliation of weighted average shares outstanding
     and  diluted  weighted  average  shares  outstanding:

<TABLE>
<CAPTION>
                                  For the Six Months    For the Three Months
                                   Ended December 31,    Ended December 31,
                                    2003       2002       2003       2002
                                  ---------  ---------  ---------  ---------
<S>                               <C>        <C>        <C>        <C>
Weighted average common
    shares outstanding            6,655,865  6,308,526  6,655,865  6,511,188
Dilutive effect of stock options     73,195    245,895     76,675     86,908
                                  ---------  ---------  ---------  ---------
Diluted weighted average common
    shares outstanding            6,729,060  6,554,421  6,732,540  6,598,096
                                  =========  =========  =========  =========
</TABLE>


3.   Comprehensive  Income
     ---------------------

     Total  comprehensive  income  was  $1,028,587  and $607,804 for the six and
     three  months  ended  December  31,  2003,  respectively,  and $379,583 and
     $177,294  for  the  six  and  three  months  ended  December  31,  2002,
     respectively.  Accumulated  other  comprehensive  income  is  comprised  of
     foreign  currency  translation  adjustments.


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

4.   Stock-Based  Compensation
     -------------------------

     The  Company  accounts  for  stock-based  employee  and  outside directors'
     compensation  under  APB  Opinion  No.  25, "Accounting for Stock Issued to
     Employees"  and  related  interpretations.  The  Company  has  adopted  the
     disclosure-only  provisions of Statements of Financial Accounting Standards
     ("SFAS")  No.  123,  "Accounting  for  Stock-Based Compensation" ("SFAS No.
     123")  and  SFAS  No.  148,  "Accounting  for  Stock-Based  Compensation  -
     Transition  and  Disclosure",  which  was  released  in December 2002 as an
     amendment  of  SFAS  No. 123. The following table illustrates the effect on
     net  income  (loss)  and  net income (loss) per share as if the Company had
     applied  the  fair  value recognition provisions of SFAS 123 to stock-based
     employee  compensation.

<TABLE>
<CAPTION>
                                 For the six months ended      For the three months ended
                                                       December 31,
                                   2003            2002            2003           2002
                               ---------------------------------------------------------
<S>                            <C>            <C>             <C>              <C>
Net income - As reported:      $    783,028   $     164,198   $      389,286   $113,041
Stock based compensation
   determined under SFAS 123       (280,549)       (170,717)        (172,635)   (97,558)
                               ---------------------------------------------------------
Net income (loss)- Pro forma:  $    502,479   $      (6,519)  $      216,651   $ 15,483
Net income (loss) per share -
    Basic:
    As reported                $        .12   $         .03   $          .06   $    .02
    Pro forma                  $        .08               -   $          .03          -
Net income (loss) per share -
    Diluted:
    As reported                $        .12   $         .03   $          .06   $    .02
    Pro forma                  $        .07   $           -   $          .03   $      -
</TABLE>


5.   Inventories
     -----------

     Inventories  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                DECEMBER 31, 2003   June 30, 2003
                                ------------------  --------------
<S>                             <C>                 <C>

               Raw materials    $        4,217,326  $    4,230,870
               Work-in-process           1,496,299       1,112,453
               Finished goods            3,786,207       3,636,149
                                ----------------------------------
                                $        9,499,832  $    8,979,472
                                ==================================
</TABLE>



                                        8
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

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

     On  December  31,  2003, Labcaire extended its debt purchase agreement with
     Lloyds  TSB Commercial Finance through June 30, 2004. During the six months
     ended  December 31, 2003 Labcaire borrowed $553,808 under the debt purchase
     agreement.  At  December  31, 2003, the balance outstanding under this debt
     purchase  agreement  was $1,258,477 and Labcaire was in compliance with all
     financial  covenants.

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

     The following summarizes accrued expenses and other current liabilities:

<TABLE>
<CAPTION>
                                                    DECEMBER 31, 2003   June 30, 2003
                                                    ------------------  --------------
<S>                                                 <C>                 <C>

          Accrued payroll and vacation              $          289,895  $      283,339
          Accrued sales tax                                    147,912         208,005
          Accrued commissions and bonuses                      275,698         212,585
          Customer deposits and deferred contracts             811,664       1,116,869
          Accrued professional fees                             89,476         132,766
          Other                                                 49,879          48,590
                                                    ------------------  --------------
                                                    $        1,664,524  $    2,002,154
                                                    ==================  ==============
</TABLE>


8.  Loans  to  Affiliate
    --------------------

Hearing  Innovations,  Inc.
---------------------------
During  fiscal  2004,  the  Company  entered  into three loan agreements whereby
Hearing Innovations, Inc. ("Hearing Innovations") is required to pay the Company
an  aggregate  amount  of  $35,600.  These notes are currently in default due to
non-payment.  Hearing  Innovations  is currently negotiating with the Company to
extend the due dates of all its outstanding debt.  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  35,600 shares of Hearing Innovations common stock, at the option of the
Company,  at a cost of $.20 per share.  These warrants, which are deemed nominal
in value, expire in October 2005.  The Company recorded an allowance against the
entire  balance  of  $35,600  for the above loans.  The related expense has been
included  in  loss  on  impairment  of  Hearing  Innovations in the accompanying
consolidated  statements  of income.  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.
The  current  ability of companies such as Hearing Innovations to access capital
markets or incur third party debt is very limited and is likely to remain so for
the  foreseeable future.  In light of this fact, the Company continues to review
strategic  options  available  to  it  and  Hearing  Innovations  due to Hearing
Innovations'  continuing  need  for financial support.  The Company has made the
decision  not  to continue funding Hearing Innovations' operations at this time,
however,  in  January  2004,  the Company loaned Hearing Innovations $100,000 to
enable  Hearing  Innovations  to reduce a substantial portion of their long term
debt  to  certain  third parties.  The Company continues to believe that Hearing
Innovations'  technology provides a benefit to patients but the products require
more  improvement  and  market  development.  All equity investments and debt in
Hearing  Innovations  have  been fully reserved and currently have a zero basis.


                                        9
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

9.   Business  Segments
     ------------------

     The  Company  operates  in  two  business  segments  which are organized by
     product  types:  laboratory  and  scientific  products and medical devices.
     Laboratory  and scientific products include the Sonicator ultrasonic liquid
     processor,  Aura  ductless  fume  enclosure,  the  Labcaire  Autoscope  and
     Guardian  endoscope  disinfectant  systems  and  the Mystaire wet scrubber.
     Medical  devices  include the Auto Sonix ultrasonic cutting and coagulatory
     system,  refurbishing  revenues  of high-performance ultrasound systems and
     replacement  transducers  for  the  medical diagnostic ultrasound industry,
     ultrasonic  lithotriptor, ultrasonic neuroaspirator (used for neurosurgery)
     and soft tissue aspirator (used 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,  2003.  Certain  items  are  maintained  at  the corporate
     headquarters  (corporate)  and  are  not  allocated  to  the segments. They
     primarily include general and administrative expenses. The Company does not
     allocate  assets  by  segment. Summarized financial information for each of
     the  segments  are  as  follows:

     For the six months ended December 31, 2003:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 9,730,632  $          8,185,375  $            -   $17,916,007
     Cost of goods sold          5,401,166             4,870,928               -    10,272,094
                               -----------  --------------------                   -----------
     Gross profit                4,329,466             3,314,447               -     7,643,913
     Selling expenses              863,592             1,214,900               -     2,078,492
     Research and
        development expenses       694,744               368,902               -     1,063,646
                               -----------  --------------------                   -----------
     Total operating expenses    1,558,336             1,583,802       3,890,046     7,032,184
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 2,771,130  $          1,730,645  $   (3,890,046)  $   611,729
                               ===========  ====================  ===============  ===========
<FN>

     (a)  Amount  represents  general  and  administrative  expenses  only.
</TABLE>

For the three months ended December 31, 2003:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED      TOTAL
                               --------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 5,128,512  $          4,167,597  $            -   $9,296,109
     Cost of goods sold          2,850,274             2,467,617               -    5,317,891
                               -----------  --------------------                   ----------
     Gross profit                2,278,238             1,699,980               -    3,978,218
     Selling expenses              489,353               632,606               -    1,121,959
     Research and
        development expenses       376,678               198,488               -      575,166
                               -----------  --------------------                   ----------
     Total operating expenses      866,031               831,094       1,834,278    3,531,403
                               -----------  --------------------  ---------------  ----------
     Income from operations    $ 1,412,207  $            868,886  $   (1,834,278)  $  446,815
                               ===========  ====================  ===============  ==========
<FN>

     (a)  Amount represents general and administrative expenses only.
</TABLE>


                                       10
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

For the six months ended December 31, 2002:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 7,211,580  $          7,973,255  $            -   $15,184,835
     Cost of goods sold          4,082,186             4,740,273               -     8,822,459
                               -----------  --------------------                   -----------
     Gross profit                3,129,394             3,232,982               -     6,362,376
     Selling expenses              643,680             1,388,883               -     2,032,563
     Research and
        development expenses       690,853               325,035               -     1,015,888
                               -----------  --------------------                   -----------
     Total operating expenses    1,334,533             1,713,918       2,999,503     6,047,954
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 1,794,861  $          1,519,064  $   (2,999,503)  $   314,422
                               ===========  ====================  ===============  ===========
<FN>

     (a) Amount represents general and administrative and litigation (recovery) settlement
         expenses  only.
</TABLE>

For the three months ended December 31, 2002:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED      TOTAL
                               --------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 4,042,908  $          4,131,605  $            -   $8,174,513
     Cost of goods sold          2,238,416             2,530,939               -    4,769,355
                               -----------  --------------------                   ----------
     Gross profit                1,804,492             1,600,666               -    3,405,158
     Selling expenses              376,055               720,905               -    1,096,960
     Research and
        development expenses       307,832               168,730               -      476,562
                               -----------  --------------------                   ----------
     Total operating expenses      683,887               889,635       1,606,932    3,180,454
                               -----------  --------------------  ---------------  ----------
     Income from operations    $ 1,120,605  $            711,031  $   (1,606,932)  $  224,704
                               ===========  ====================  ===============  ==========
<FN>

     (a)  Amount represents general and administrative expenses and litigation (recovery)
          settlement expenses only.
</TABLE>


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

For  the  six  months  ended  December  31:

<TABLE>
<CAPTION>
                                  2003         2002
                               -----------  -----------
<S>                            <C>          <C>

               United States   $11,926,648  $10,066,463
               Canada              149,070      165,390
               Mexico              166,433        3,222
               United Kingdom    4,219,201    3,645,365
               Europe              512,080      676,841
               Asia                417,764      494,762
               Middle East         151,036       42,522
               Other               373,775       90,270
                               ------------------------
                               $17,916,007  $15,184,835
                               ========================
</TABLE>


                                       11
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================


10.  Regulatory  Requirements
     ------------------------

     The Company received a letter dated October 31, 2003 from the Food and Drug
     Administration  ("FDA") regarding the Company's notification concerning the
     implemented procedures to "field correct" a shock sensation that was caused
     by  users  forcing  the  output connector improperly when using the Lysonix
     2000. Although the output cable was properly marked, the Company issued new
     sticker  directions  and  notified  all  its  customers in writing. The FDA
     stated  that  it "agreed with the Company's decision to "field correct" the
     Lysonix  2000."

     The  FDA  classified this field correction as a Class II recall which means
     that  this  is  a situation in which use of or exposure to such product may
     cause  temporary  or  medically  reversible  adverse health consequences or
     which the probability of serious adverse health consequences is remote. The
     Company  will  do  everything  necessary  to  satisfy  the  FDA request for
     information  on  the  "field  correction."  The  Company,  additionally, is
     following  FDA  policies  to  be fully compliant with all requirements. The
     Company  has  estimated the cost of this field correction to be immaterial.




                                       12
<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.

Six Months Ended December 31, 2003 and 2002.

NET  SALES.  Net  sales  of  the  Company's  medical  devices and laboratory and
-----------
scientific products increased $2,731,172 to $17,916,007 for the six months ended
December  31,  2003 from $15,184,835 for the six months ended December 31, 2002.
This  difference  in net sales is due to an increase in sales of medical devices
of  $2,519,052  to  $9,730,632  for  the six months ended December 31, 2003 from
$7,211,580  for  the  six  months ended December 31,  2002.   This difference is
also  due  to  an  increase  in  sales  of laboratory and scientific products of
$212,120  to  $8,185,375  for  the  six  months  ended  December  31,  2003 from
$7,973,255 for the six months ended December 31, 2002.  The increase in sales of
medical devices is due to an increase in sales of therapeutic medical devices of
$1,583,865  and  an increase in diagnostic medical devices of $935,187, both due
to  increased  customer  demand  for  several therapeutic and diagnostic medical
devices.  The  increase  in  sales  of  diagnostic  medical  devices  was  not
attributable  to  a  single  customer, distributor or any other specific factor.
The  increase in sales of therapeutic medical devices was mostly attributable to
an increase in sales to Mentor Corporation ("Mentor") of the Lysonix 3000 device
and Auto Sonix device and accessories to sold United States Surgical Corporation
("USS")  of  approximately  $726,000  and $564,000, respectively.  The remaining
increase  in  therapeutic medical devices is due to increased demand for several
products.  The  increase  in  laboratory  and  scientific  products is due to an
increase  in  Labcaire  sales  of  $440,810  and  ultrasonic  sales  of $292,963
partially  offset by a decrease in wet scrubber sales of $340,467 and a decrease
in ductless fume enclosure sales of $181,186.  The increase in Labcaire sales is
primarily  due  to  the  strengthening of the English Pound of which represented
$268,958  of  the  increase.  The  remaining  increase  of $171,852 is due to an
increased  demand  for  the  new  Guardian  (endoscopic  cleaning) product.  The
increase  in laboratory and scientific ultrasonic sales is due to an increase in
customer  demand for several ultrasonic products. Wet scrubber sales continue to
be  adversely  affected  by  the  downturn  in  the  semi-conductor market.  The
decrease  in  fume  enclosure  sales is due to lower customer demand for several
laboratory  and  scientific  products  and  current economic conditions for such
products.  Export  sales from the United States are remitted in U.S. Dollars and
export sales for Labcaire are remitted in English Pounds.  During the six months
ended  December  31,  2003  and  2002,  the  Company  had  foreign  net sales of
$5,989,359  and  $5,118,372,  respectively,  representing 33.4% and 33.7% of net
sales  for  such  years, respectively.  The increase in foreign sales during the
six  months ended December 31, 2003 as compared to the six months ended December
31, 2002 is substantially due to an increase in Labcaire sales of  approximately
$441,000  as  well  as an increase in foreign diagnostic and therapeutic medical
device sales.   Labcaire represented 80% and 86% of foreign net sales during the
six  months  ended  December 31, 2003 and 2002, respectively.  The remaining 20%
and  14%  represents net foreign sales remitted in United States currency during
the  six  months  ended December 31, 2003 and 2002, respectively.  Approximately
24%  of  the  Company's revenues for the six months ended December 31, 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 weighted average rates of 1.62 and
1.50  for  the  six  months  ended  December 31, 2003 and 2002, respectively.  A
strengthening  of  the  English Pound, in relation to the U.S. Dollar, will have
the effect of increasing reported revenues and profits, while a weakening of the
English  Pound will have the opposite effect.  Since the Company's operations in
England  generally  set  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.


                                       13
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

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

For the six months ended December 31:

<TABLE>
<CAPTION>
                                  2003         2002
                               -----------  -----------
<S>                            <C>          <C>

               United States   $11,926,648  $10,066,463
               Canada              149,070      165,390
               Mexico              166,433        3,222
               United Kingdom    4,219,201    3,645,365
               Europe              512,080      676,841
               Asia                417,764      494,762
               Middle East         151,036       42,522
               Other               373,775       90,270
                               ------------------------
                               $17,916,007  $15,184,835
                               ========================
</TABLE>


Summarized  financial  information  for  each of the segments for the six months
ended  December  31,  2003  and  2002  are  as  follows:

For the six months ended December 31, 2003:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 9,730,632  $          8,185,375  $            -   $17,916,007
     Cost of goods sold          5,401,166             4,870,928               -    10,272,094
                               -----------  --------------------                   -----------
     Gross profit                4,329,466             3,314,447               -     7,643,913
     Selling expenses              863,592             1,214,900               -     2,078,492
     Research and
        development expenses       694,744               368,902               -     1,063,646
                               -----------  --------------------                   -----------
     Total operating expenses    1,558,336             1,583,802       3,890,046     7,032,184
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 2,771,130  $          1,730,645  $   (3,890,046)  $   611,729
                               ===========  ====================  ===============  ===========
<FN>

     (a)  Amount  represents  general  and  administrative  expenses  only.
</TABLE>

For the six months ended December 31, 2002:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 7,211,580  $          7,973,255  $            -   $15,184,835
     Cost of goods sold          4,082,186             4,740,273               -     8,822,459
                               -----------  --------------------                   -----------
     Gross profit                3,129,394             3,232,982               -     6,362,376
     Selling expenses              643,680             1,388,883               -     2,032,563
     Research and
        development expenses       690,853               325,035               -     1,015,888
                               -----------  --------------------                   -----------
     Total operating expenses    1,334,533             1,713,918       2,999,503     6,047,954
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 1,794,861  $          1,519,064  $   (2,999,503)  $   314,422
                               ===========  ====================  ===============  ===========
<FN>

     (a)  Amount represents general and administrative expenses and litigation (recovery)
          settlement expenses only.
</TABLE>


                                       14
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

GROSS  PROFIT: Gross profit increased to 42.7% for the six months ended December
--------------
31,  2003  from  41.9% for the six months ended December 31, 2002.  Gross profit
for medical devices increased to 44.5% of sales in the six months ended December
31,  2003  from  43.4%  of sales in the six months ended December 31, 2002.  The
increase  in  gross  profit  for  medical devices was positively impacted by the
favorable  order  mix  for  sales  of  therapeutic  medical  devices offset by a
decrease in diagnostic medical devices, which traditionally carry lower margins.
Gross  profit  for laboratory and scientific products decreased to 40.5% for the
six  months ended December 31, 2003 from 40.6% for the six months ended December
31, 2002.     The decrease is due to a decrease in gross profit for Mystaire due
to  product  mix.  The  Company  manufactures and sells both medical devices and
laboratory  and scientific products with a wide range of product costs and gross
margin  dollars  as  a  percentage  of  revenues.

SELLING  EXPENSES:  Selling expenses increased $45,929 to $2,078,492 for the six
------------------
months ended December 31, 2003 from $2,032,563 for the six months ended December
31,  2002.  Medical  device  selling  expenses  increased  $219,912  due both to
additional  sales  and  marketing  efforts  for  diagnostic  medical devices and
therapeutic  medical  devices.  Laboratory  and  scientific  selling  expenses
decreased  $173,983  predominantly  due  to  a  decrease  in  fume enclosure and
laboratory  and  scientific  ultrasonic commissions and marketing expenses and a
transfer  of  Labcaire  personnel  to  general  and administrative expenses from
selling  expenses.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $737,915 to $3,890,046 in the six months ended December 31, 2003 from
$3,152,131  in  the  six  months  ended  December  31,  2002.  The  increase  is
predominantly due to an increase in general and administrative expenses relating
to  severance  costs  and  a  transfer  of  personnel  to  selling expenses, all
attributable  to Labcaire, as well as an increase in corporate expenses relating
to insurance, bad debt, legal fees and other accrued corporate expenses.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$47,758 to $1,063,646 for the six months ended December 31, 2003 from $1,015,888
for  the six months ended December 31, 2002.  Laboratory and scientific research
and  development  expenses  increased  $43,867  predominantly  due  to increased
research  and  development  efforts  at  Labcaire.  Medical  device research and
development  expenses  increased  $3,891  predominantly  due  to  an increase in
research  and  development  efforts  in  both therapeutic and diagnostic medical
devices.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES: The Company recorded a reversal of
---------------------------------------------
the litigation settlement for the six months ended December 31, 2002 of $152,628
as  compared  to  $0  for the six months ended December 31, 2003.  This reversal
represents the sale of Lysonix 2000 units by Mentor that were received by Mentor
from LySonix, Inc. ("LySonix") under the settlement agreement with LySonix (this
inventory  was  previously  reserved  for  in  fiscal year June 30, 2002, as its
salability  was  uncertain).  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,  2003.

OTHER  INCOME (EXPENSE): Other income for the six months ended December 31, 2003
------------------------
was  $758,015 as compared to $20,332 for the six months ended December 31, 2002.
The  increase  of $737,683 was primarily due to an increase in royalty income of
$589,943  and  a decrease in loss on impairment of investments of $161,032.  The
Company  received  an  additional royalty payment in the first quarter of fiscal
2004  of  approximately  $410,000, which was based upon a review of USS' records
that determined that royalties were due for prior years.  The review showed that
USS owed (and subsequently paid in the first quarter) royalties due on a product
that  was  not  included in the original royalty computation.   The increase was
also  due  to  a  decrease  in  loss  on  impairment  of  investments of Hearing
Innovations,  Inc. ("Hearing Innovations") of $147,307.  The decrease in loss on
impairment  of Hearing Innovations is a direct result of current period loans to
Hearing  Innovations  being  less  than  in  the  prior  period.


                                       15
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================


INCOME  TAXES: The effective tax rate is 41.6% for the six months ended December
--------------
31,  2003 as compared to an effective tax rate of 55.4% for the six months ended
December  31, 2002.  The current effective income tax rate of 41.6% was impacted
by  no  corresponding  income tax benefit from the loss on impairment of Hearing
Innovations  of approximately $14,000 plus the standard consolidated tax rate of
approximately  37%.  The  decrease in the effective tax rate for the current six
months  compared  to  the  prior  year  is primarily due to the reduction in the
impaired  loans  to  Hearing  Innovations.  The  loss  on  impairment of Hearing
Innovations  is  recorded  with  no  corresponding  tax  benefit  since  these
transactions  are capital losses.  Benefits for such losses are only received if
the  Company  has  the  ability  to  generate  capital  gains.

Three Months Ended December 31, 2003 and 2002.

NET  SALES.  Net  sales  of  the  Company's  medical  devices and laboratory and
-----------
scientific  products  increased  $1,121,596  to  $9,296,109 for the three months
ended  December 31, 2003 from $8,174,513 for the three months ended December 31,
2002.  This  difference  in  net sales is due to an increase in sales of medical
devices of $1,085,604 to $5,128,512 for the three months ended December 31, 2003
from $4,042,908 for the three months ended December 31,  2002.   This difference
is  also  due  to  an increase in sales of laboratory and scientific products of
$35,992  to  $4,167,597  for  the  three  months  ended  December  31, 2003 from
$4,131,605  for the three months ended December 31, 2002.  The increase in sales
of medical devices is due to an increase in sales of therapeutic medical devices
of  $781,841 and an increase in sales of diagnostic medical devices of $303,763.
The  increase  is  both due to increased customer demand for several therapeutic
devices,  such  as the neruoaspirator and the Auto Sonix device and accessories,
and  diagnostic  medical  devices.  The  increase  in  sales  for diagnostic and
therapeutic  medical  devices  was  not  attributable  to  a  single  customer,
distributor  or  any  other  specific  factor.    The increase in laboratory and
scientific products is due to an increase in ultrasonic products of $271,496 and
an  increase  in Labcaire sales of $88,774 partially offset by a decrease in wet
scrubber  sales  of  $231,912 and a decrease in ductless fume enclosure sales of
$92,366.  The  increase  in laboratory and scientific ultrasonic sales is due to
an increase in customer demand for several ultrasonic products.  The increase in
Labcaire  sales is primarily due to the strengthening of the English Pound.  Wet
scrubber  sales  continue  to  be  adversely  affected  by  the  downturn in the
semi-conductor  market.  The  decrease  in  fume enclosure sales is due to lower
customer  demand  for  several  laboratory  and  scientific products and current
economic  conditions for such products.  Export sales from the United States are
remitted  in  U.S. Dollars and export sales for Labcaire are remitted in English
Pounds.  During  the  three months ended December 31, 2003 and 2002, the Company
had  foreign  net sales of $3,134,521 and $2,589,344, respectively, representing
33.7%  and  31.7%  of  net  sales for such years, respectively.  The increase in
foreign sales during the three months ended December 31, 2003 as compared to the
three  months  ended  December  31,  2002 is substantially due to an increase in
diagnostic  medical  devices  of  approximately $277,000 and therapeutic medical
devices  of  approximately $170,000 and of Labcaire sales of $89,000.   Labcaire
represented  73%  and  86%  of  foreign  net sales during the three months ended
December  31, 2003 and 2002, respectively.  The remaining 27% and 14% represents
net  foreign  sales  remitted  in United States currency during the three months
ended  December  31,  2003  and  2002,  respectively.  Approximately  22% of the
Company's revenues for the three months ended December 31, 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 weighted average rates of 1.62 and 1.53 for the
three months ended December 31, 2003 and 2002, respectively.  A strengthening of
the  English  Pound,  in  relation  to  the U.S. Dollar, will have the effect of
increasing reported revenues and profits, while a weakening of the English Pound
will  have  the  opposite  effect.  Since  the  Company's  operations in England
generally  set  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.


                                       16
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

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 December 31:

<TABLE>
<CAPTION>
                                  2003        2002
                               ----------  -----------
<S>                            <C>         <C>

               United States   $6,161,588  $5,585,169
               Canada              82,431      64,017
               Mexico             166,433      (1,099)
               United Kingdom   2,088,286   1,930,184
               Europe             338,869     204,456
               Asia               235,774     340,767
               Middle East         77,313      29,504
               Other              145,415      21,515
                               -----------------------
                               $9,296,109  $8,174,513
                               =======================
</TABLE>


Summarized  financial  information for each of the segments for the three months
ended  December  31,  2003  and  2002  are  as  follows:

For the three months ended December 31, 2003:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED      TOTAL
                               --------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 5,128,512  $          4,167,597  $            -   $9,296,109
     Cost of goods sold          2,850,274             2,467,617               -    5,317,891
                               -----------  --------------------                   ----------
     Gross profit                2,278,238             1,699,980               -    3,978,218
     Selling expenses              489,353               632,606               -    1,121,959
     Research and
        development expenses       376,678               198,488               -      575,166
                               -----------  --------------------                   ----------
     Total operating expenses      866,031               831,094       1,834,278    3,531,403
                               -----------  --------------------  ---------------  ----------
     Income from operations    $ 1,412,207  $            868,886  $   (1,834,278)  $  446,815
                               ===========  ====================  ===============  ==========
<FN>

     (a)  Amount represents general and administrative expenses only.
</TABLE>

For the three months ended December 31, 2002:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED      TOTAL
                               --------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $ 4,042,908  $          4,131,605  $            -   $8,174,513
     Cost of goods sold          2,238,416             2,530,939               -    4,769,355
                               -----------  --------------------                   ----------
     Gross profit                1,804,492             1,600,666               -    3,405,158
     Selling expenses              376,055               720,905               -    1,096,960
     Research and
        development expenses       307,832               168,730               -      476,562
                               -----------  --------------------                   ----------
     Total operating expenses      683,887               889,635       1,606,932    3,180,454
                               -----------  --------------------  ---------------  ----------
     Income from operations    $ 1,120,605  $            711,031  $   (1,606,932)  $  224,704
                               ===========  ====================  ===============  ==========
<FN>

     (a)  Amount represents general and administrative expenses and litigation (recovery)
          settlement  expenses  only.
</TABLE>


                                       17
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

GROSS  PROFIT:  Gross  profit  increased  to  42.8%  for  the three months ended
--------------
December  31,  2003  from  41.7%  for  the three months ended December 31, 2002.
Gross profit for medical devices decreased to 44.4% of sales in the three months
ended  December  31, 2003 from 44.6% of sales in the three months ended December
31,  2002.  Gross  profit  for  laboratory  and scientific products increased to
40.8%  for  the  three  months  ended December 31, 2003 from 38.7% for the three
months  ended  December 31, 2002.    The increase in gross profit for laboratory
and  scientific  products was positively impacted by the favorable order mix for
sales  of  ultrasonic products, due to volume, and custom fume enclosures, which
traditionally  carry  a  higher gross profit. The Company manufactures and sells
both medical devices and laboratory and scientific products with a wide range of
product costs and gross margin dollars as a percentage of revenues.

SELLING EXPENSES: Selling expenses increased $24,999 to $1,121,959 for the three
-----------------
months  ended  December  31,  2003  from  $1,096,960  for the three months ended
December  31, 2002.  Medical device selling expenses increased $113,298 due both
to  additional  sales  and  marketing efforts for diagnostic medical devices and
therapeutic  medical  devices.  Laboratory  and  scientific  selling  expenses
decreased $88,299 predominantly due to a decrease in fume enclosure and mystaire
commissions  and  marketing  expenses  and  a  transfer  of salaries of Labcaire
personnel to general and administrative expenses from selling expenses.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $202,020  to  $1,834,278  in the three months ended December 31, 2003
from  $1,632,258  in  the three months ended December 31, 2002.  The increase is
predominantly due to an increase in general and administrative expenses relating
to  a  transfer  of  Labcaire  personnel  from  selling  expenses, as well as an
increase in corporate expenses relating to insurance, consultants and legal fees
and  other  accrued  corporate  expenses.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$98,604  to  $575,166 for the three months ended December 31, 2003 from $476,562
for  the  three  months  ended  December  31, 2002.  Medical device research and
development  expenses  increased  $68,846  predominantly  due  to an increase in
research  and  development efforts in therapeutic medical devices which included
an  increase of $20,000 in funding made to Focus Surgery, Inc. ("Focus Surgery")
to  $70,000  for the three months ended December 31, 2003 as compared to $50,000
for  the  three  months  ended  December  31,  2002.   Laboratory and scientific
products  increased  $29,758  predominantly  due  to  increased  research  and
development  efforts  at  Labcaire.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES: The Company recorded a reversal of
---------------------------------------------
the  litigation  settlement  for  the  three  months  ended December 31, 2002 of
$25,326  as  compared  to $0 for the three months ended December 31, 2003.  This
reversal  represents the sale of Lysonix 2000 units by Mentor that were received
by  Mentor  from  LySonix  under  the  settlement  agreement  with LySonix (this
inventory  was  previously  reserved  for  in  fiscal year June 30, 2002, as its
salability  was  uncertain).  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, 2003.

OTHER  INCOME  (EXPENSE):  Other  income for the three months ended December 31,
-------------------------
2003 was $246,066 as compared to $5,221 for  the three months ended December 31,
2002.  The  increase  of  $240,845  was  primarily due to an increase in royalty
income  of  $148,539 and a decrease in loss on impairment of Hearing Innovations
of  $71,400.  This  increase  in  royalty income is due to the Company currently
receiving  royalty  payments  on  a  product  that was not included in the prior
year's  royalty  computation.  The  decrease  in  loss  on impairment of Hearing
Innovations  is  a  direct result of current period loans to Hearing Innovations
being  less  than  in  the  prior  period.


                                       18
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================


INCOME  TAXES:  The  effective  tax  rate  is  42.6%  for the three months ended
--------------
December  31,  2003  as compared to an effective tax rate of 58.2% for the three
months  ended December 31, 2002.  The current effective income tax rate of 42.6%
was  impacted by no corresponding income tax benefit from the loss on impairment
of  Hearing  Innovations  of approximately $5,040 plus the standard consolidated
tax  rate  of approximately 37%.  The decrease in the effective tax rate for the
current  three  months  compared  to  the  prior  year  is  primarily due to the
reduction  in the impaired loans to Hearing Innovations.  The loss on impairment
of Hearing Innovations is recorded with no corresponding tax benefit since these
transactions  are capital losses.  Benefits for such losses are only received if
the  Company  has  the  ability  to  generate  capital  gains.

CRITICAL  ACCOUNTING  POLICIES:

General:  Financial  Reporting  Release  No.  60,  which  was  released  by  the
--------
Securities  and  Exchange Commission 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, 2003 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.

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.


                                       19
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

Goodwill: In July 2001, the Financial Accounting Standards Board ("FASB") issued
---------
Statement  of  Financial  Accounting Standards ("SFAS") No. 141 ("SFAS 141") and
No. 142 ("SFAS 142"), "Business Combinations" and "Goodwill and Other Intangible
Assets,"  respectively.  SFAS  141  replaced 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  provided  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  2003  in  the  fourth  quarter with no
impairment  noted.

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 losses and tax credit
carry  forwards.  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.

Stock-Based  Compensation: The Company accounts for its stock-based compensation
--------------------------
plans  in  accordance  with  APB Opinion No. 25, "Accounting for Stock Issued to
Employees"  ("APB  25")  and related interpretations.  Under APB 25, because the
exercise price of the Company's employee stock options is generally set equal to
the  market  price of the underlying stock on the date of grant, no compensation
expense  is  recognized.


LIQUIDITY  AND  CAPITAL  RESOURCES:

Working  capital  at  December  31,  2003  and June 30, 2003 was $15,329,477 and
$13,967,805,  respectively.  In  the  six  months  ended December 31, 2003, cash
provided by operations totaled $2,613,436.  The increase in the cash provided by
operations  is  due  to  an  increase  in net income, the collection of accounts
receivable  and  royalties  from  the  prior  and  current years and a refund of
prepaid  income  taxes offset by cash paid for inventory purchased for unshipped
orders  and  the reduction of accounts payable and accrued expenses.  In the six
months  ended December 31, 2003, cash used in investing activities was $250,109,
which  primarily  consisted  of  the  purchase  of property, plant and equipment
during  the regular course of business and of loans made to Hearing Innovations.
In the six months ended December 31, 2003, cash provided by financing activities
was $271,844, primarily consisting of proceeds from short-term borrowings offset
by  payments  on  capital  lease  obligations.


                                       20
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

Hearing  Innovations,  Inc.
---------------------------
During  fiscal  2004,  the  Company  entered  into three loan agreements whereby
Hearing  Innovations  is  required  to  pay  the  Company an aggregate amount of
$35,600.  These  notes  are  currently  in default due to non-payment.   Hearing
Innovations is currently negotiating with the Company to extend the due dates of
all  its  outstanding debt.  All notes bear interest of 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 35,600 shares of
Hearing  Innovations  common  stock,  at the option of the Company, at a cost of
$.20  per  share.  These  warrants, which are deemed nominal in value, expire in
October  2005.  The  Company recorded an allowance against the entire balance of
$35,600  for the above loans.   The related expense has been included in loss on
impairment of Hearing Innovations in the accompanying consolidated statements of
income.  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.  The current ability of companies
such  as Hearing Innovations to access capital markets or incur third party debt
is very limited and is likely to remain so for the foreseeable future.  In light
of  this fact, the Company continues to review strategic options available to it
and  Hearing  Innovations  due  to  Hearing  Innovations'  continuing  need  for
financial  support.  The  Company  has made the decision not to continue funding
Hearing  Innovations'  operations  at  this  time, however, in January 2004, the
Company  loaned  Hearing  Innovations  $100,000 to enable Hearing Innovations to
reduce  a  substantial portion of their long term debt to certain third parties.
The Company continues to believe that Hearing Innovations' technology provides a
benefit  to  patients  but  the  products  require  more  improvement and market
development.  All  equity  investments and debt in Hearing Innovations have been
fully  reserved  and  currently  have  a  zero  basis.

Regulatory
----------
The  Company  received  a  letter  dated October 31, 2003 from the Food and Drug
Administration  ("FDA")  regarding  the  Company's  notification  concerning the
implemented  procedures  to "field correct" a shock sensation that was caused by
users  forcing  the  output  connector  improperly  when using the Lysonix 2000.
Although  the  output  cable was properly marked, the Company issued new sticker
directions  and  notified  all its customers in writing.  The FDA stated that it
"agreed  with  the Company's decision to "field correct" the Lysonix 2000."  The
FDA  classified this field correction as a Class II recall which means that this
is  a  situation in which use of or exposure to such product may cause temporary
or  medically reversible adverse health consequences or which the probability of
serious  adverse  health consequences is remote.  The Company will do everything
necessary  to satisfy the FDA request for information on the "field correction."
The  Company, additionally, is following FDA policies to be fully compliant with
all  requirements.  The  Company has estimated the cost of this field correction
to  be  immaterial.

Recent  Accounting  Pronouncements
----------------------------------
In  June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
146  "Accounting  for  Costs Associated with Exit or Disposal Activities" ("SFAS
No.  146").  This  Statement  addresses  financial  accounting and reporting for
costs  associated with exit or disposal activities and nullifies Emerging Issues
Task  Force  (EITF)  Issue No. 94-3, "Liability Recognition for Certain Employee
Termination  Benefits  and  Other  Costs  to Exit an Activity (including Certain
Costs Incurred in a Restructuring)" ("Issue No. 94-3").  This Statement requires
that  a  liability  for  a  cost associated with an exit or disposal activity be
recognized when the liability is incurred rather than at the date of an entity's
commitment  as  provided  under  Issue No. 94-3. This Statement also establishes
that  fair  value is the objective for initial measurement of the liability. The
provisions  of this Statement are effective for exit or disposal activities that
are  initiated  after  December  31, 2002.  The adoption of SFAS No. 146 did not
have  a  material  impact on the Company's consolidated results of operations or
financial  condition.


                                       21
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

In  April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative  Instruments  and  Hedging Activities" ("SFAS No. 149").  Among other
things, the Statement requires that contracts with comparable characteristics be
accounted  for  similarly and clarifies under what circumstances a contract with
an  initial  net investment meets the characteristics of a derivative.  SFAS No.
149  was  effective  July  1,  2003.  In  the  first quarter of fiscal 2004, the
Company  adopted  SFAS  No.  149.  The  adoption  of SFAS No. 149 did not have a
material impact on the Company's consolidated results of operations or financial
condition.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  characteristics  of  both  Liabilities and Equity" ("SFAS No.
150").  SFAS No. 150 establishes standards for classifying and measuring certain
financial instruments with characteristics of both liabilities and equity.  SFAS
No.  150  was effective for financial instruments entered into or modified after
May  31,  2003.  In October 2003, the FASB deferred indefinitely the application
of  SFAS 150 only as it relates to non-controlling interests that are classified
as  equity in the financial statements of the subsidiary but would be classified
as  a  liability in the parent's financial statements under SFAS No. 150. In the
first quarter of fiscal 2004, the Company adopted SFAS No. 150.  The adoption of
SFAS  No.  150  did  not  have  a  material impact on the Company's consolidated
results  of  operations  or  financial  condition.

In  November 2002, the Emerging Issues Task Force reached a consensus opinion on
EITF  00-21,  "Revenue  Arrangements with Multiple Deliverables" ("EITF 00-21").
The  consensus  provides  that  revenue  arrangements with multiple deliverables
should be divided into separate units of accounting if certain criteria are met.
The  consideration for the arrangement should be allocated to the separate units
of  accounting based on their relative fair values, with different provisions if
the  fair  value  of  all  deliverables  are  not  known or if the fair value is
contingent  on delivery of specified items or performance conditions. Applicable
revenue  recognition  criteria should be considered separately for each separate
unit  of  accounting.  EITF 00-21 was effective for revenue arrangements entered
into  in  fiscal  periods  beginning  after June 15, 2003. Entities may elect to
report  the  change  as  a  cumulative  effect adjustment in accordance with APB
Opinion  20,  Accounting  Changes.  In  the  first  quarter  of fiscal 2004, the
Company  adopted EITF 00-21.  The adoption of EITF 00-21 did not have a material
impact  on  the  Company's  consolidated  results  of  operations  or  financial
condition.

In  January  2003,  the  FASB  issued  Interpretation  No. 46, "Consolidation of
Variable  Interest  Entities"  ("FIN  46"),  which  clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements." FIN 46
defines  variable  interest  entities  and  how  an enterprise should assess its
interests  in  a  variable interest entity to decide whether to consolidate that
entity.  The interpretation requires certain minimum disclosures with respect to
variable  interest  entities  in  which an enterprise holds significant variable
interest but which it does not consolidate.  In December 2003, the FASB issued a
revision  to  FIN 46 ("FIN 46R").  Among other changes, the revisions of FIN 46R
(a)  clarified  some  requirements  of  the  original  FIN  46,  (b)  eased some
implementation  problems,  and (c) added new scope exceptions.  FIN 46R deferred
the  effective date of the Interpretation for public companies to the end of the
first  reporting  period  ending  after  March  15, 2004, except that all public
companies  must  at  a  minimum  apply  the  unmodified  provisions  of  the
Interpretation  to  entities  that  were  previously considered "special-purpose
entities" in practice and under the FASB literature prior to the issuance of FIN
46R  by  the  end  of the first reporting period ending after December 15, 2003.
Among  the  scope  exceptions,  companies are not required to apply the modified
Interpretation  to  an  entity  that  meets  the  criteria  to  be  considered a
"business" as defined in the Interpretation unless one or more of the four named
conditions  exist.  FIN  46R  applies  immediately to variable interest entities
created or acquired after January 31, 2003.  FIN 46 may be applied prospectively
with  a cumulative-effect adjustment as of the date on which it is first applied
or  by  restating  previously  issued financial statements for one or more years
with  a  cumulative-effect  adjustment  as  of  the  beginning of the first year
restated.  The  Company  has  not  yet determined the impact on its consolidated
results  of  operations  or  financial  condition  that  may  result  from  the
application  of  FIN  46.  FIN  46  will now be effective March 31, 2004 for the
Company.


                                       22
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

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 ventures and investments in related entities,
future  economic,  competitive  and  market conditions, and the outcome of legal
proceedings  as  well  as  management  business  decisions.




                                       23
<PAGE>
                                  MISONIX, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market  Risk:
The principal market risk (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  24%  of  the  Company's revenues in the period ended December 31,
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 1.62 and 1.50 for the
six  months  ended December 31, 2003 and 2002, 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.

Our  disclosure  controls  and  procedures  (as  defined  in Rules 13a-15(e) and
15d-15(e)  under  the Securities Exchange Act of 1934, as amended (the "Exchange
Act"))  are  designed to ensure that information required to be disclosed in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of  the  Securities  and  Exchange  Commission.  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 as of December 31, 2003 and, based on their
evaluation,  the  Chief  Executive Officer and Chief Financial Officer concluded
that  the  Company's  disclosure  controls  and  procedures  are  effective.

There  has  been  no  change  in  the  Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that
occurred  during  the  first  six  months  of  fiscal  2004  that has materially
affected,  or  is reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.



                                       24
<PAGE>
                                  MISONIX, INC.

PART II - OTHER INFORMATION

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

     (a)  Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification
          Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification
          Exhibit 32.1 - Section 1350 Certification of Chief Executive Officer
          Exhibit 32.2 - Section 1350 Certification of Chief Financial Officer

     (b)  The following report on Form 8-K was filed during the last quarter of
          the period covered by the Report.

          On October 31, 2003, a Form 8-K was filed by the Company under "Item
          9. Regulation FD Disclosure."




                                       25
<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: February 6, 2004


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

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


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




                                       26
<PAGE>