FORM 10-Q/A
                                Amendment No. 2

                       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, 2002
                                -----------------

                                       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, 2003
          ------------------------          ----------------
          Common Stock, $.01 par value          6,644,365


                                        1
<PAGE>

                                  MISONIX, INC.
                                  -------------

                                      INDEX
                                      -----

PART I - FINANCIAL INFORMATION                                              PAGE

Item  1.  Financial  Statements:

     Consolidated  Balance  Sheets  as  of
     December  31,  2002  (Unaudited)  and June 30, 2002                       3

     Consolidated  Statements  of  Operations
     Six  months  ended  December  31,  2002
     and  2001  (Unaudited)                                                    4

     Consolidated  Statements  of  Operations
     Three  months  ended  December  31,  2002
     and  2001  (Unaudited)                                                    5

     Consolidated  Statements  of  Cash  Flows
     Six  months  ended  December  31,  2002                                   6
     and  2001  (Unaudited)

     Notes  to  Consolidated  Financial  Statements                         7-11


Item 2.   Management's Discussion and Analysis of Financial Condition      12-21
          and Results of Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          22

Item 4.   Controls  and  Procedures                                           22

Part  II  -  OTHER  INFORMATION                                               23

Item 6.  Exhibits  and  Reports  on  Form  8-K                                23

Signatures                                                                    24

Certifications                                                             25-28


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

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

                                                                                 DECEMBER 31,    June 30,
                                                                                     2002          2002
                                                                                 ------------  ------------
ASSETS                                                                           (UNAUDITED)     Audited
                                                                                 ------------  ------------
<S>                                                                              <C>           <C>
Current assets:
    Cash and cash equivalents                                                    $ 1,330,933   $ 1,065,465
    Accounts receivable, less allowance for doubtful accounts of $231,544 and
         $223,413, respectively                                                    6,917,694     6,656,932
    Inventories                                                                    8,817,528     7,170,844
    Prepaid income taxes                                                           1,903,168     1,391,978
    Deferred income taxes                                                            412,174       388,027
    Prepaid expenses and other current assets                                        614,472       715,367
                                                                                 ------------  ------------
Total current assets                                                              19,995,969    17,388,613

Property, plant and equipment, net                                                 3,511,668     3,151,909
Deferred income taxes                                                                577,104     1,757,937
Goodwill                                                                           4,473,713     4,241,319
Other assets                                                                         302,406       424,674
                                                                                 ------------  ------------
Total assets                                                                     $28,860,860   $26,964,452
                                                                                 ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Revolving credit facilities                                                    $ 1,195,076   $   730,092
  Accounts payable                                                                 3,580,796     3,072,234
  Accrued expenses and other current liabilities                                   1,215,905     1,304,824
  Litigation settlement liabilities                                                  170,000       174,332
  Current maturities of long-term debt and capital lease obligations                 288,688       252,850
                                                                                 ------------  ------------
Total current liabilities                                                          6,450,465     5,534,332

Long-term debt and capital lease obligations                                       1,252,373     1,050,254

Deferred income                                                                      490,377       451,073
Minority interest                                                                    206,130       239,965

Stockholders' equity:
   Common stock, $.01 par value-shares authorized 10,000,000; 6,718,665 issued,
        6,644,365 outstanding                                                         67,186        61,802
   Additional paid-in capital                                                     22,701,711    22,313,991
   Retained deficit                                                               (1,856,861)   (2,021,059)
   Treasury stock, 74,300 shares                                                    (401,974)     (401,974)
   Accumulated other comprehensive loss                                              (48,547)     (263,932)
                                                                                 ------------  ------------
Total stockholders' equity                                                        20,461,515    19,688,828
                                                                                 ------------  ------------

Total liabilities and stockholders' equity                                       $28,860,860   $26,964,452
                                                                                 ============  ============
</TABLE>


See  accompanying  Notes  to  Consolidated  Financial  Statements.


                                        3
<PAGE>

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

                                                       FOR THE SIX MONTHS ENDED
                                                            DECEMBER 31,
                                                          2002          2001
                                                      ------------  ------------
<S>                                                   <C>           <C>
Net sales                                             $15,184,835   $14,326,058

Cost of goods sold                                      8,822,459     7,815,551
                                                      ------------  ------------

Gross profit                                            6,362,376     6,510,507

Operating expenses:
    Selling expenses                                    2,032,563     2,057,488
    General and administrative expenses                 3,152,131     3,005,710
    Research and development expenses                   1,015,888       964,197
    Litigation (recovery) settlement expenses            (152,628)            -
                                                      ------------  ------------
Total operating expenses                                6,047,954     6,027,395
                                                      ------------  ------------
Income from operations                                    314,422       483,112

Other income (expense):
    Interest income                                        41,398       244,923
    Interest expense                                      (87,480)      (71,860)
    Option/license fees                                    12,156        12,156
    Royalty income                                        248,645       441,137
    Foreign exchange gain                                   2,245          (259)
    Loss on impairment of Hearing Innovations, Inc.      (182,907)     (214,640)
    Loss on impairment of Focus Surgery, Inc.             (13,725)     (326,702)
                                                      ------------  ------------
  Total other income                                       20,332        84,755

Income before minority interest and income taxes          334,754       567,867

Minority interest in net income of consolidated
subsidiaries                                               33,836        30,730
                                                      ------------  ------------

Income before income taxes                                368,590       598,597

Income tax expense                                        204,392       381,032
                                                      ------------  ------------

Net income                                            $   164,198   $   217,565
                                                      ============  ============

Net income per share-Basic                            $       .03   $       .04
                                                      ============  ============

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

Weighted average common shares outstanding - Basic      6,308,526     6,053,965
                                                      ============  ============

Weighted average common shares outstanding - Diluted    6,554,421     6,530,789
                                                      ============  ============
</TABLE>


See  accompanying  Notes  to  Consolidated  Financial  Statements.


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

                                                     FOR THE THREE MONTHS ENDED
                                                          DECEMBER  31,
                                                         2002         2001
                                                      -----------  -----------
<S>                                                   <C>          <C>
Net sales                                             $8,174,513   $7,503,537

Cost of goods sold                                     4,769,355    4,178,202
                                                      -----------  -----------

Gross profit                                           3,405,158    3,325,335

Operating expenses:
    Selling expenses                                   1,096,960    1,027,543
    General and administrative expenses                1,632,258    1,518,178
    Research and development expenses                    476,562      504,942
    Litigation (recovery) settlement expenses            (25,326)           -
                                                      -----------  -----------
Total operating expenses                               3,180,454    3,050,663
                                                      -----------  -----------
Income from operations                                   224,704      274,672

Other income (expense):
    Interest income                                        2,684       98,372
    Interest expense                                     (44,503)     (35,965)
    Option/license fees                                    6,078       12,156
    Royalty income                                       126,000      147,782
    Foreign exchange gain                                 (1,038)      (1,231)
    Loss on impairment of Hearing Innovations, Inc.      (84,000)    (105,153)
    Loss on impairment of Focus Surgery, Inc.                  -      (14,106)
                                                      -----------  -----------
  Total other income                                       5,221      101,855

Income before minority interest and income taxes         229,925      376,527

Minority interest in net income of consolidated
subsidiaries                                              40,553       42,916
                                                      -----------  -----------

Income before income taxes                               270,478      419,443

Income tax expense                                       157,437      158,823
                                                      -----------  -----------

Net income                                            $  113,041   $  260,620
                                                      ===========  ===========

Net income per share-Basic                            $      .02   $      .04
                                                      ===========  ===========

Net income per share - Diluted                        $      .02   $      .04
                                                      ===========  ===========

Weighted average common shares outstanding - Basic     6,511,188    6,052,755
                                                      ===========  ===========

Weighted average common shares outstanding - Diluted   6,598,096    6,585,953
                                                      ===========  ===========
</TABLE>


See  accompanying  Notes  to  Consolidated  Financial  Statements.


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

                                                                                FOR THE SIX MONTHS ENDED
                                                                                     DECEMBER 31,
                                                                                   2002         2001
                                                                               ------------  -----------
<S>                                                                            <C>           <C>
OPERATING ACTIVITIES
Net income                                                                     $   164,198   $  217,565
Adjustments to reconcile net income to net cash used in operating activities:
     Bad debt expense                                                               29,530       45,873
     Litigation recovery                                                          (152,628)           -
     Deferred income tax expense                                                   (19,398)      72,609
     Depreciation and amortization                                                 327,684      290,948
     Loss on disposal of equipment                                                  66,873            -
     Deferred income                                                                39,304      (26,454)
     Foreign currency exchange gain                                                 (2,245)         259
     Minority interest in net income of subsidiaries                               (33,836)     (30,730)
     Loss on impairment of investments                                             196,632      541,342
     Changes in operating assets and liabilities:
        Accounts receivable                                                         (1,483)     944,461
        Inventories                                                             (1,269,619)    (324,020)
        Prepaid income taxes                                                       657,914            -
        Prepaid expenses and other current assets                                   (7,662)     (71,980)
        Other assets                                                               160,842      (98,286)
        Accounts payable and accrued expenses                                      192,804     (954,259)
        Litigation settlement liabilities                                           (4,332)    (100,000)
        Income taxes payable                                                       (36,292)    (126,706)
                                                                               ------------  -----------
Net cash provided by operating activities                                          308,286      380,622
                                                                               ------------  -----------
INVESTING ACTIVITIES
Acquisition of property, plant and equipment                                      (267,025)    (109,080)
Purchase of Labcaire stock                                                        (232,394)     (99,531)
Redemption of investments held to maturity                                               -    2,015,468
Purchase of convertible debentures - Focus Surgery, Inc.                                 -     (300,000)
Loans to Focus Surgery, Inc.                                                             -      (36,858)
Loans to Hearing Innovations, Inc.                                                (159,666)    (204,484)
                                                                               ------------  -----------
Net cash (used in) provided by investing activities                               (659,085)   1,265,515
                                                                               ------------  -----------
FINANCING ACTIVITIES
Proceeds from (payments of) short-term borrowings, net                             360,815      292,379
Principal payments on capital lease obligations                                   (134,008)    (128,798)
Proceeds from long-term debt                                                        11,409
Payments of long-term debt                                                         (10,754)     (43,737)
Proceeds from exercise of stock options                                            393,104       89,812
Purchase of treasury stock                                                               -      (27,593)
                                                                               ------------  -----------
Net cash provided by financing activities                                          620,566      182,063
                                                                               ------------  -----------

Effect of exchange rate changes on assets and liabilities                           (4,299)      46,918
                                                                               ------------  -----------
Net increase in cash and cash equivalents                                          265,468    1,875,118
Cash and cash equivalents at beginning of year                                   1,065,465    3,774,573
                                                                               ------------  -----------
Cash and cash equivalents at end of year                                       $ 1,330,933   $5,649,691
                                                                               ============  ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for (received from):
Interest                                                                       $    87,480   $   71,860
                                                                               ============  ===========
Income taxes                                                                   $  (531,213)  $  366,965
                                                                               ============  ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease additions                                                        $   237,785   $   67,668
                                                                               ============  ===========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements.


                                        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  generally  accepted  accounting
     principles  for  complete  financial  statements.  In  the  opinion  of the
     management,  all  adjustments  (consisting  of  normal  recurring accruals)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  six  months  ended December 31, 2002 are not necessarily
     indicative of the results that may be expected for the year ending June 30,
     2003.

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

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

2.   Acquisition

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

3.   Inventories
     -----------

     Inventories  are  summarized  as  follows:

<TABLE>
<CAPTION>
                 DECEMBER 31, 2002   June 30, 2002
                 ------------------  --------------
<S>              <C>                 <C>
Raw materials    $        4,442,882  $    3,701,925
Work-in-process           1,478,587         824,289
Finished goods            2,896,059       2,644,630
                 ------------------  --------------
                 $        8,817,528  $    7,170,844
                 ==================  ==============
</TABLE>


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

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

     The  following  summarizes  accrued expenses and other current liabilities:

<TABLE>
<CAPTION>
                                          DECEMBER 31, 2002   June 30, 2002
                                          ------------------  --------------
<S>                                       <C>                 <C>
Accrued payroll and vacation              $          153,819  $      165,350
Accrued sales tax                                     21,228           7,262
Accrued commissions and bonuses                       18,737         216,343
Customer deposits and deferred contracts             750,646         526,560
Accrued professional fees                            138,622         229,750
Warranty                                              69,868          68,000
Other                                                 62,985          91,559
                                          ------------------  --------------
                                          $        1,215,905  $    1,304,824
                                          ==================  ==============
</TABLE>


5.   Loans  to  Affiliates
     ---------------------

     Hearing  Innovations,  Inc.
     ---------------------------
     During  fiscal 2003, the Company entered into seven loan agreements whereby
     Hearing  Innovations,  Inc.  ("Hearing Innovations") is required to pay the
     Company  an  aggregate  amount of $159,666 due November 30, 2003. All notes
     bear  interest  at  8% per annum. The notes are secured by a lien on all of
     Hearing  Innovations'  right,  title  and  interest in accounts receivable,
     inventory,  property,  plant  and  equipment  and  processes  of  specified
     products  whether  now  existing  or  arising  after  the  date  of  these
     agreements.  The loan agreements contain warrants to acquire 159,666 shares
     of  Hearing  Innovations  common  stock, at the option of the Company, at a
     cost  of  $.10 to $1.00 per share. These warrants, which are deemed nominal
     in value, expire in October 2005. The Company recorded an allowance against
     the entire balance of $159,666 for the above loans. The related expense has
     been  included  in  loss  on  impairment of investments in the accompanying
     consolidated  statements  of operations. The Company believes the loans and
     related  interest  are  impaired since the Company does not anticipate that
     these  loans  will  be paid in accordance with the contractual terms of the
     loan  agreements.


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


6.   Business  Segments
     ------------------

     The  Company  operates  in  two  business  segments  which are organized by
     product types: industrial products and medical devices. Industrial products
     include  the  Sonicator  ultrasonic  liquid  processor,  Aura ductless fume
     enclosure,  the  Autoscope and Guardian endoscope disinfectant systems from
     Labcaire  and  the  Mystaire wet scrubber. Medical devices include the Auto
     Sonix  ultrasonic  cutting  and  coagulatory  system,  refurbishing  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, 2002.
     Certain  items are maintained at the corporate headquarters (corporate) and
     are  not  allocated  to  the  segments.  They primarily include general and
     administrative  expenses and litigation (recovery) settlement expenses. The
     Company  does  not  allocate  assets  by  segment.  Summarized  financial
     information  for  each  of  the  segments  are  as  follows:

     For  the  six  months  ended  December  31,  2002:

<TABLE>
<CAPTION>
                                                         (a)
                           MEDICAL    INDUSTRIAL    CORPORATE AND
                           DEVICES     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
                          ==========  ===========  ===============  ===========
</TABLE>


(a)  Amount  represents  general  and  administrative  and litigation (recovery)
settlement  expenses.

For  the  three  months  ended  December  31,  2002:

<TABLE>
<CAPTION>
                                                         (a)
                            Medical    Industrial    Corporate and
                            Devices     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
                          ===========  ===========  ===============  ==========
</TABLE>

(a)  Amount  represents  general  and  administrative  and litigation (recovery)
settlement  expenses.


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


For  the  six  months  ended  December  31,  2001:

<TABLE>
<CAPTION>
                                                         (a)
                            Medical    Industrial    Corporate and
                            Devices     Products      Unallocated       Total
                          -----------  -----------  ---------------  -----------
<S>                       <C>          <C>          <C>              <C>
Net sales                 $ 5,804,101  $ 8,521,957  $            -   $14,326,058
Cost of goods sold          3,152,693    4,662,858               -     7,815,551
                          -----------  -----------                   -----------
Gross profit                2,651,408    3,859,099               -     6,510,507
Selling expenses              462,045    1,595,443               -     2,057,488
Research and development
  expenses                    678,589      285,608               -       964,197
                          -----------  -----------                   -----------
Total operating expenses    1,140,634    1,881,051       3,005,710     6,027,395
                          -----------  -----------  ---------------  -----------
Income from operations    $ 1,510,774  $ 1,978,048  $   (3,005,710)  $   483,112
                          ===========  ===========  ===============  ===========
<FN>
(a)  Amount  represents  general  and  administrative  expenses.
</TABLE>

For the three months ended December 31, 2001:

<TABLE>
<CAPTION>
                                                         (a)
                            Medical    Industrial    Corporate and
                            Devices     Products      Unallocated      Total
                          -----------  -----------  ---------------  ----------
<S>                       <C>          <C>          <C>              <C>
Net sales                 $ 3,061,963  $ 4,441,574  $            -   $7,503,537
Cost of goods sold          1,745,664    2,432,538               -    4,178,202
                          -----------  -----------                   ----------
Gross profit                1,316,299    2,009,036               -    3,325,335
Selling expenses              210,126      817,417               -    1,027,543
Research and development
  expenses                    357,016      147,926               -      504,942
                          -----------  -----------                   ----------
Total operating expenses      567,142      965,343       1,518,178    3,050,663
                          -----------  -----------  ---------------  ----------
Income from operations    $   749,157  $ 1,043,693  $   (1,518,178)  $  274,672
                          ===========  ===========  ===============  ==========
<FN>
(a)  Amount  represents  general  and  administrative  expenses.
</TABLE>

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

For  the  six  months  ended  December  31:

<TABLE>
<CAPTION>
                    2002         2001
                 -----------  -----------
                      (IN THOUSANDS)
<S>              <C>          <C>
United States    $10,066,000  $10,530,000
Canada               166,000      116,000
Mexico                 3,000            -
United Kingdom     3,645,000    2,611,000
Europe               677,000      420,000
Asia                 495,000      484,000
Middle East           43,000      109,000
Other                 90,000       56,000
                 -----------  -----------
                 $15,185,000  $14,326,000
                 ===========  ===========
</TABLE>


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

7.   Revolving  Credit  Facilities
     -----------------------------

     On  July  1,  2002, Labcaire replaced its bank overdraft facility with HSBC
     Bank plc with a debt purchase agreement with Lloyds TSB Commercial Finance.
     The  current  facility  is more flexible than the prior facility. The prior
     facility  established  a sum certain limit where the current facility has a
     credit  limit  based  upon United Kingdom domestic and European receivables
     outstanding.  The  Company's  needs  are  better  served  from  the current
     facility.  The amount of this facility is approximately $1,384,000 (950,000
     Lbs.  Sterling) and bears interest at the bank's base rate plus 1.75% and a
     service charge of .15% of sales invoice value and fluctuates based upon the
     outstanding  United Kingdom and European receivables. The agreement expires
     on  June  28,  2003  and  covers  all  United  Kingdom  and European sales.


                                       11
<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,  2002  and  2001.

NET  SALES:  Net  sales of the Company's medical devices and industrial products
-----------
increased  $858,777  to  $15,184,835  for the six months ended December 31, 2002
from $14,326,058 for the six months ended December 31, 2001.  This difference in
net sales is due to an increase in sales of medical devices of $1,407,479 offset
by lower industrial products sales of $548,702. The increase in sales of medical
devices is due to an increase in sales of diagnostic medical devices of $945,715
and an increase of $461,764 in sales of therapeutic medical devices, both due to
increased  customer  demand.  The  decrease  in  industrial  products  is due to
decreased  wet  scrubber  sales  of  $999,413, a decrease in ultrasonic sales of
$93,963  and  a  decrease in ductless fume enclosure sales of $387,411 primarily
offset  by  an  increase  in  Labcaire  sales  of  $932,085.  Wet scrubber sales
continue  to be adversely affected by the downturn of the semi-conductor market.
The  decrease  in  fume enclosure and ultrasonic sales is due to customer demand
and  current  economic  conditions  for such products.  The increase in Labcaire
sales  is  primarily  due  to  the  product  demand  of the new Guardian product
introduced  in  December  2001, which is currently compliant with the new United
Kingdom  standards  for  such  products.   Approximately  24%  of  the Company's
revenues  in  the  first  and  second  quarters  of fiscal 2003 were received in
English  Pounds  currency.  To  the  extent  that  the  Company's  revenues  are
generated  in English Pounds, its operating results are translated for reporting
purposes into U.S. Dollars using rates of 1.57 and 1.46 for the six months ended
December 31, 2002 and 2001, respectively.  A strengthening of the English Pound,
in  relation to the U.S. Dollar, will have the effect of increasing its reported
revenues  and  profits,  while  a  weakening  of the English Pound will have the
opposite  effect.  Since  the  Company's  operations  in  England generally sets
prices  and bids for contracts in English Pounds, a strengthening of the English
Pound, while increasing the value of its UK assets, might place the Company at a
pricing disadvantage in bidding for work from manufacturers based overseas.  The
Company collects its receivables in the currency the subsidiary resides in.  The
Company  has not engaged in foreign currency hedging transactions, which include
forward  exchange  agreements.


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>

                    2002         2001
                 -----------  -----------
                     (IN THOUSANDS)
<S>              <C>          <C>
United States    $10,066,000  $10,530,000
Canada               166,000      116,000
Mexico                 3,000            -
United Kingdom     3,645,000    2,611,000
Europe               677,000      420,000
Asia                 495,000      484,000
Middle East           43,000      109,000
Other                 90,000       56,000
                 -----------  -----------
                 $15,185,000  $14,326,000
                 ===========  ===========
</TABLE>


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

Summarized  financial  information  for  each  of  the  business segments are as
follows:

For the six months ended December 31, 2002:

<TABLE>
<CAPTION>
                                                          (a)
                            Medical    Industrial    Corporate and
                            Devices     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
                          ===========  ===========  ===============  ===========
</TABLE>

(a)     Amount  represents  general and administrative and litigation (recovery)
settlement  expenses.

For the six months ended December 31, 2001:

<TABLE>
<CAPTION>
                                                          (a)
                            Medical    Industrial    Corporate and
                            Devices     Products      Unallocated       Total
                          -----------  -----------  ---------------  -----------
<S>                       <C>          <C>          <C>              <C>
Net sales                 $ 5,804,101  $ 8,521,957  $            -   $14,326,058
Cost of goods sold          3,152,693    4,662,858               -     7,815,551
                          -----------  -----------                   -----------
Gross profit                2,651,408    3,859,099               -     6,510,507
Selling expenses              462,045    1,595,443               -     2,057,488
Research and development
  expenses                    678,589      285,608               -       964,197
                          -----------  -----------                   -----------
Total operating expenses    1,140,634    1,881,051       3,005,710     6,027,395
                          -----------  -----------  ---------------  -----------
Income from operations    $ 1,510,774  $ 1,978,048  $   (3,005,710)  $   483,112
                          ===========  ===========  ===============  ===========
</TABLE>

(a)  Amount  represents  general  and  administrative  expenses.


GROSS  PROFIT: Gross profit decreased to 41.9% for the six months ended December
--------------
31, 2002 from 45.4% for the six months ended December 31, 2001.  The decrease in
gross  profit is predominantly due to the unfavorable mix of high and low margin
product  deliveries  for industrial products, primarily ductless fume enclosures
and  ultrasonic products and the reduced revenue volume for industrial products.
The  Company  manufactures and sell both medical devices and industrial products
with  wide  range  of  product costs and gross margin dollars as a percentage of
revenues.  An unfavorable mix of high and low gross margin product deliveries is
a  direct  result  of  the ratio of high gross margin product shipments to total
shipments versus low gross margin product shipments to the same total shipments.
In  both  the  medical  devices and industrial products segments, there are wide
variations  on  gross margin percentages to revenues dependent upon the product.
The  variation in gross margin percentage based upon product mix is described as
either  a  "favorable"  or  "unfavorable"  mix  of  high  and low margin product
deliveries.

SELLING  EXPENSES:  Selling expenses decreased $24,925 to $2,032,563 for the six
------------------
months ended December 31, 2002 from $2,057,488 for the six months ended December
31,  2001.  Medical device selling expenses increased $181,635 predominantly due
to  additional  sales  and  marketing  efforts  for  diagnostic medical devices.
Industrial  selling  expenses decreased $206,560 predominantly due to a decrease
in  fume  enclosure,  ultrasonic  and  wet scrubber commissions and wet scrubber
marketing  expenses.


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

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $146,421 from $3,005,710 in the six months ended December 31, 2001 to
$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 for Labcaire personnel partially offset by lower travel and
stockholder  relations  expenses  of  approximately  $36,000  and  $10,000,
respectively.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$51,691  from  $964,197 for the six months ended December 31, 2001 to $1,015,888
for the six months ended December 31, 2002.  During the first and second quarter
of  fiscal  2003,  the  Company  funded  $100,000 to Focus Surgery, Inc. ("Focus
Surgery")  to  start research and development for the treatment of kidney tumors
utilizing  high  intensity  focused  ultrasound  technology.  During  the second
quarter  of  fiscal  2003, the Company was reimbursed from two customers certain
product  development  expenditures  incurred,  in  the  amount  of approximately
$164,000.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES: The Company recorded a reversal of
---------------------------------------------
the litigation settlement during the first and second quarters of fiscal 2003 of
$152,628.  The  reversal of litigation represents the sale of Lysonix 2000 units
by  Mentor  Corporation  that  were  previously  reserved for in connection with
inventory  received  under  the  settlement  agreement  from  LySonix, Inc.  For
further  information,  refer  to  the  consolidated  financial  statements  and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year  ended  June  30,  2002.

OTHER  INCOME  (EXPENSE):  Other income during the six months ended December 31,
-------------------------
2002  was  $20,332.  During the six months ended December 31, 2001, other income
was  $84,755.  The decrease of $64,423 was principally due to a decrease in loss
on  impairment  of  investments  of $344,710, offset by lower interest income of
$203,525  and  reduced  royalty  income  of  $192,492.  During  fiscal 2003, the
Company  entered  into  seven  loan  agreements  whereby  Hearing Innovations is
required  to  pay  the  Company an aggregate amount of $159,666 due November 30,
2003,  which  the  Company  recorded  an allowance against the entire balance of
$159,666  and  accrued  interest  of  $23,241.

INCOME  TAXES: The effective tax rate is 55.5% for the six months ended December
--------------
31,  2002 as compared to an effective tax rate of 63.7% for the six months ended
December 31, 2001.  The current  effective income tax rate of 55.5% was impacted
by  no  corresponding  income  tax  benefit  from  the loss of the impairment of
Hearing  Innovations and Focus Surgery by $75,516 plus the standard consolidated
tax  rate  of approximately 35%.  The loss on impairments of Hearing Innovations
and  Focus  Surgery  are recorded with no corresponding tax benefit due to these
transactions  are  capital losses.  Benefit for such losses are only utilized if
the  Company  has  the  ability  to  generate  capital  gains.


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

Three  Months  Ended  December  31,  2002  and  2001.

NET  SALES:  Net  sales of the Company's medical devices and industrial products
-----------
increased  $670,976  to  $8,174,513 for the three months ended December 31, 2002
from  $7,503,537  for the three months ended December 31, 2001.  This difference
in  net  sales  is  due  to  an increase in sales of medical devices of $980,945
offset  by lower industrial products sales of $309,969. The increase in sales of
medical  devices is due to an increase in sales of diagnostic medical devices of
$561,537  and  an  increase of $419,408 in sales of therapeutic medical devices,
both  due  to increased customer demand.  The decrease in industrial products is
due  to  decreased  wet  scrubber sales of $253,379, a decrease in ductless fume
enclosure  sales  of  $471,567  and  a  decrease in ultrasonic sales of $194,037
primarily  offset  by  an  increase in Labcaire sales of $609,014.  Wet scrubber
sales  continue  to  be adversely affected by the downturn of the semi-conductor
market.  The  decrease in fume enclosure and ultrasonic sales is due to customer
demand  and  current  economic  conditions  for  such products.  The increase in
Labcaire  sales  is  primarily  due  to  the  product demand of the new Guardian
product  introduced  in December 2001, which is currently compliant with the new
United  Kingdom standards for such products.    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 1.57 and 1.46 for the
six  months  ended December 31, 2002 and 2001, respectively.  A strengthening of
the  English  Pound,  in  relation  to  the U.S. Dollar, will have the effect of
increasing  its  reported revenues and profits, while a weakening of the English
Pound  will have the opposite effect.  Since the Company's operations in England
generally  sets prices and bids for contracts in English Pounds, a strengthening
of  the  English Pound, while increasing the value of its UK assets, might place
the  Company  at  a  pricing disadvantage in bidding for work from manufacturers
based  overseas.  The  Company  collects  its  receivables  in  the currency the
subsidiary  resides in.  The Company has not engaged in foreign currency hedging
transactions,  which  include  forward  exchange  agreements.

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>
                    2002         2001
                 -----------  ----------
                     (IN THOUSANDS)
<S>              <C>          <C>
United States    $ 5,585,000  $5,457,000
Canada                60,000      79,000
Mexico                 3,000           -
United Kingdom     1,930,000   1,359,000
Europe               205,000     206,000
Asia                 341,000     313,000
Middle East           30,000      78,000
Other                 21,000      11,000
                 -----------  ----------
                 $8,175,0000  $7,503,000
                 ===========  ==========
</TABLE>


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

Summarized  financial  information  for  each  of  the  business segments are as
follows:

For  the  three  months  ended  December  31,  2002:

<TABLE>
<CAPTION>
                                                          (a)
                            Medical    Industrial    Corporate and
                            Devices     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  and litigation (recovery)
     settlement  expenses.
</TABLE>

For  the  three  months  ended  December  31,  2001:

<TABLE>
<CAPTION>
                                                          (a)
                            Medical    Industrial    Corporate and
                            Devices     Products      Unallocated      Total
                          -----------  -----------  ---------------  ----------
<S>                       <C>          <C>          <C>              <C>
Net sales                 $ 3,061,963  $ 4,441,574  $            -   $7,503,537
Cost of goods sold          1,745,664    2,432,538               -    4,178,202
                          -----------  -----------                   ----------
Gross profit                1,316,299    2,009,036               -    3,325,335
Selling expenses              210,126      817,417               -    1,027,543
Research and development
  expenses                    357,016      147,926               -      504,942
                          -----------  -----------                   ----------
Total operating expenses      567,142      965,343       1,518,178    3,050,663
                          -----------  -----------  ---------------  ----------
Income from operations    $   749,157  $ 1,043,693  $   (1,518,178)  $  274,672
                          ===========  ===========  ===============  ==========
<FN>
(a)  Amount  represents  general  and  administrative  expenses.
</TABLE>

GROSS  PROFIT:  Gross  profit  decreased  to  41.7%  for  the three months ended
--------------
December  31, 2002 from 44.3% for the three months ended December 31, 2001.  The
decrease in gross profit is predominantly due to the unfavorable mix of high and
low  margin  product  deliveries  for  industrial  products,  primarily
ultrasonic products and the reduced revenue volume for industrial products.  The
decrease  is offset by an increase in gross profit of diagnostic medical devices

SELLING EXPENSES: Selling expenses increased $69,417 to $1,096,960 for the three
-----------------
months  ended  December  31,  2002  from  $1,027,543  for the three months ended
December  31,  2001.  Medical  device  selling  expenses  increased  $165,929
predominantly  due  to  additional  sales  and  marketing efforts for diagnostic
medical  devices.  Industrial  selling  expenses decreased $96,512 predominantly
due to a decrease in fume enclosure, ultrasonic and wet scrubber commissions and
wet  scrubber  marketing  expenses offset by an increase in marketing efforts by
Labcaire.


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

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $114,080  from $1,518,178 in the three months ended December 31, 2001
to  $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  severance  costs  for  a  Labcaire  executive  partially  offset  by  lower
stockholder  relations  expenses  of  approximately  $15,000.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses decreased
------------------------------------
$28,380  from  $504,942 for the three months ended December 31, 2001 to $476,562
for  the  three months ended December 31, 2002.  During second quarter of fiscal
2003,  the  Company  funded  $50,000  to  Focus  Surgery  to  start research and
development  for the treatment of kidney tumors utilizing high intensity focused
ultrasound  technology.   During  the second quarter of fiscal 2003, the Company
was  reimbursed  from  two  customers  certain  product development expenditures
incurred,  in  the  amount  of  approximately  $164,000.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES: The Company recorded a reversal of
---------------------------------------------
the  litigation  settlement during the second quarter of fiscal 2003 of $25,326.
The  reversal  of litigation represents the sale of Lysonix 2000 units by Mentor
Corporation  that  were  previously  reserved  for  in connection with inventory
received  under  the  settlement  agreement  from  LySonix,  Inc.  For  further
information,  refer  to  the  consolidated  financial  statements  and footnotes
thereto  included in the Company's Annual Report on Form 10-K for the year ended
June  30,  2002.

OTHER  INCOME (EXPENSE): Other income during the three months ended December 31,
------------------------
2002  was $5,221.  During the three months ended December 31, 2001, other income
was $101,855.  The decrease of $96,634 was principally due to a decrease in loss
on  impairment  of  investments  of  $35,259, offset by lower interest income of
$95,688  and  reduced  royalty income of $21,782.  During the three months ended
December 31, 2003, the Company entered into five loan agreements whereby Hearing
Innovations  is  required  to pay the Company an aggregate amount of $84,000 due
November  30,  2003,  which the Company recorded an allowance against the entire
balance  of  $84,000  for  the  above  loans.

INCOME  TAXES:  The  effective  tax  rate  is  58.2%  for the three months ended
--------------
December  31,  2002  as compared to an effective tax rate of 37.9% for the three
months ended December 31, 2001.  The current  effective income tax rate of 55.5%
was  impacted  by  no  corresponding  income  tax  benefit  from the loss of the
impairment of Hearing Innovations and Focus Surgery by $31,590 plus the standard
consolidated  tax rate of approximately 35%.  The loss on impairments of Hearing
Innovations and Focus Surgery are recorded with no corresponding tax benefit due
to  these  transactions  are  capital  losses.  Benefit for such losses are only
utilized  if  the  Company  has  the  ability  to  generate  capital  gains.


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


CRITICAL  ACCOUNTING  POLICIES:

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

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

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

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.


                                       18
<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  issued
---------
Statement  of  Financial Accounting Standards ("SFAS") Nos. 141 ("SFAS 141") and
142  ("SFAS  142"),  "Business  Combinations" and "Goodwill and Other Intangible
Assets,"  respectively.  SFAS  141  replaces Accounting Principles Board ("APB")
Opinion  16  "Business Combinations" and requires the use of the purchase method
for  all business combinations initiated after June 30, 2001.  SFAS 142 requires
goodwill  and  intangible  assets  with  indefinite useful lives to no longer be
amortized,  but  instead be tested for impairment at least annually and whenever
events  or  circumstances  occur that indicate goodwill might be impaired.  With
the  adoption of SFAS 142, as of July 1, 2001, the Company reassessed the useful
lives  and  residual  values  of  all  acquired  intangible  assets  to make any
necessary  amortization  period  adjustments.  Based  on  that  assessment, only
goodwill  was  determined  to  have an indefinite useful life and no adjustments
were  made  to  the  amortization  period or residual values of other intangible
assets.  SFAS  142  provides  a six-month transitional period from the effective
date of adoption for the Company to perform an assessment of whether there is an
indication  that  goodwill  is  impaired.  To  the  extent that an indication of
impairment  exists, the Company must perform a second test to measure the amount
of  impairment.  The  second  test must be performed as soon as possible, but no
later  than  the end of the fiscal year.  Any impairment measured as of the date
of  adoption  will  be  recognized  as  the  cumulative  effect  of  a change in
accounting  principle.  The Company performed the first test and determined that
there  is  no  indication that the goodwill recorded is impaired and, therefore,
the  second  test  was  not  required.  The  Company  also  completed its annual
goodwill  impairment tests for fiscal 2002 in the fourth quarter.  There were no
indications  that  goodwill  recorded  was  impaired.

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

LIQUIDITY  AND  CAPITAL  RESOURCES:

Working  capital  at  December  31,  2002  and June 30, 2002 was $13,545,504 and
$11,854,281,  respectively.  In  the  six  months  ended December 31, 2002, cash
provided  by  operations  totaled  $308,286.  This was primarily due to the cash
paid  for  inventory  purchased  for unshipped orders offset by the receipt of a
portion  of  prepaid  income  taxes.  In the six months ended December 31, 2002,
cash used in investing activities was $659,085, which primarily consisted of the
purchase of Labcaire stock, 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, 2002, cash provided by financing activities was
$620,566  which  primarily  consisted  of  proceeds  from  the exercise of stock
options  and short-term borrowings offset by principal payments on capital lease
obligations.


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

Regulatory  Requirements
The Company's medical device products are subject to the regulatory requirements
of the Food and Drug Administration ("FDA").  A medical device as defined by the
FDA  is  a an instrument, apparatus implement, machine, contrivance, implant, in
vitro  reagent,  or  other  similar  or related article, including a components,
part,  or  accessory, which is recognized in the official National Formulary, or
the  United States Pharmacopoeia, or any supplement to them, intended for use in
the  diagnosis  of  disease  or  other  conditions,  or in the cure, mitigation,
treatment,  or  prevention  of disease, in man or animals, or intended to affect
the  structure  or  any  function of the body of man or other animals, and which
does  not  achieve  any of its primary intended purposes through chemical action
within  or  on  the body of man or other animals and which is not dependent upon
being  metabolized  for the achievement of any of its primary intended purposes.
All  current devices manufactured and sold by the Company have all the necessary
regulatory  approvals.  The  Company's  products  that  are  subject  to  FDA
regulations  for  product  labeling  and  promotion  comply  with all applicable
regulations.  The  Company  is  listed  with  the  FDA  as  a  Medical  Device
Manufacturer  and  has  the  appropriate  Establishment  Numbers  in place.  The
Company  has  post-market  monitoring system in place such as Complaint Handling
and  Medical  Device  Reporting  procedures.  The  Company  is  not aware of any
situations  which  would  be  adverse  at this time nor has the FDA sought legal
remedies  available against or have there been any violations of its regulations
alleged  against  the  Company.

Hearing  Innovations,  Inc.
---------------------------
During  fiscal  2003,  the  Company  entered  into seven loan agreements whereby
Hearing  Innovations  is  required  to  pay  the  Company an aggregate amount of
$159,666  due November 30, 2003.   All notes bear interest at 8% per annum.  The
notes  are  secured  by  a  lien on all of Hearing Innovations' right, title and
interest  in  accounts  receivable, inventory, property, plant and equipment and
processes  of  specified products whether now existing or arising after the date
of  these  agreements.  The  loan agreements contain warrants to acquire 159,766
shares  of  Hearing Innovations common stock, at the option of the Company, at a
cost  of  $.10  to $1.00 per share.  These warrants, which are deemed nominal in
value,  expire  in  October 2005.  The Company recorded an allowance against the
entire  balance  of  $159,666  and  accrued  interest for the above loans.   The
related  expense  has  been included in loss on impairment of investments in the
accompanying  consolidated  statements  of operations.  The Company believes the
loans  and  related  interest are impaired since the Company does not anticipate
that  these  loans  will be paid in accordance with the contractual terms of the
loan  agreements.

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

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


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

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

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

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



                                       21
<PAGE>
                                  MISONIX, INC.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

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

Foreign  Exchange  Rates:
Approximately  24% of the Company's revenues in the first and second quarters of
fiscal  2003  were  received in English Pounds currency.  To the extent that the
Company's  revenues  are  generated in English Pounds, its operating results are
translated for reporting purposes into U.S. Dollars using rates of 1.57 and 1.46
for  the  six  months  ended  December  31,  2002  and  2001,  respectively.  A
strengthening  of  the  English Pound, in relation to the U.S. Dollar, will have
the effect of increasing its reported revenues and profits, while a weakening of
the English Pound will have the opposite effect.  Since the Company's operations
in  England  generally  sets  prices and bids for contracts in English Pounds, a
strengthening of the English Pound, while increasing the value of its UK assets,
might  place  the  Company  at  a  pricing disadvantage in bidding for work from
manufacturers  based  overseas.  The  Company  collects  its  receivables in the
currency  the  subsidiary  resides  in.  The  Company has not engaged in foreign
currency  hedging  transactions,  which  include  forward  exchange  agreements.

ITEM  4.  CONTROLS  AND  PROCEDURES.

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

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

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

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


                                       22
<PAGE>
                                  MISONIX, INC.

PART II - OTHER INFORMATION

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

   (a)    Exhibit 31.1 - Certification by Chief Executive Officer
          Exhibit 31.2 - Certification by Chief Financial Officer
          Exhibit 32.1 - Certification by Chief Executive Officer
          Exhibit 32.2 - Certification by Chief Financial Officer

   (b)    There were no reports on Form 8-K filed during the quarter ended
          December 31, 2002.



                                       23
<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:   September 18, 2003


                                   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


                                       24

<PAGE>