UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-Q


                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the Quarterly Period Ended December 31, 1997
                         Commission File Number 0-12283


                              ZONIC CORPORATION
              (Exact name of Registrant as specified in its charter)


               Ohio                              31-0791199     
     ------------------------     ---------------------------------------
     (State of Incorporation)     (I.R.S. Employer Identification Number)



     50 West Technecenter Drive, Milford, Ohio        45150     
     ----------------------------------------     ----------
     (address of principal executive offices)     (Zip Code)


    Registrant's telephone number, including area code:  (513) 248-1911


                                  Not Applicable
                                  --------------
      (Former name, address or fiscal year if changed since last report)


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 _____

The total number of shares outstanding of the issuer's common shares, without 
par value, as of the date of this report, follow:



                                   3,044,136





Part I - Financial Information
Item 1 - Financial Statements

                                          STATEMENT OF OPERATIONS
                                                (unaudited)
                                   
                                   
                               Three Months Ended       Nine Months Ended

                              12/31/97     12/31/96   12/31/97     12/31/96
                              --------     --------   --------     --------
                                   
Products and service 
   revenues                  $ 699,308    $950,491  $1,520,103   $3,140,765
                                   
Cost of products and 
   services sold               282,514     434,943     597,259    1,373,635 
Selling and administrative 
   expenses                    260,600     320,533     843,197    1,045,801 
Research and development
   expenses and software 
   construction and product
   enhancement amortization     59,254     618,564     258,011    1,020,855 
                              --------   ---------   ---------    ---------
                               602,368   1,374,040   1,698,467    3,440,291 
                                   
Operating profits (loss)        96,940    (423,549)   (178,364)    (299,526)
                                   
Interest expense, net          (50,849)   (116,198)   (142,169)    (347,131)
Foreign currency gain (loss)       612     (11,999)         29       26,462
Gain on sale of asset                    3,020,942                3,020,942 
Loss from affiliate                       (385,000)                (385,000)
                                   
Income (loss) before taxes      46,703   2,084,196    (320,504)   2,015,747 
                                   
Provision for income taxes           -           -                     
                                   
                               -------  ----------   ----------  ----------
Net income (loss)              $46,703  $2,084,196   $(320,504)  $2,015,747
                               =======  ==========   ==========  ==========

Basic and diluted earnings
      (loss) per share            0.02        0.68       (0.11)        0.66 
                               =======  ==========   ==========  ==========
Weighted average shares 
     outstanding             3,044,136   3,044,136   3,044,136    3,044,136

The accompanying notes are an integral part of these financial statements.


Item 1 - Financial Statements
     (continued)

                                                BALANCE SHEETS     
                                   As of December 31, 1997 & March 31, 1997
                                                 (unaudited)          

                                                      Dec. 31      March 31
ASSETS                                                   1997          1997
Current Assets               
     Cash                                         $    33,157    $  259,494 
     Receivables               
          Trade                                       217,626       266,538 
          Related parties                                   -        38,873 
          Unbilled contracts                           14,986        14,986 
     Total receivables                                232,612       320,397 
     Notes Receivable, shareholder                                1,470,000 
     Inventories                
          Finished products                           215,872       278,412 
          Work in process                              56,788        68,582 
          Raw material                                 99,333        72,872 
     Total inventories                                371,993       419,866 
     Prepaid expenses                                  15,784         4,238 
          Total Current Assets                        653,546     2,473,995 
                
Property and Equipment-at Cost
   Furniture and office equipment                     451,722       430,297 
   Machinery and plant equipment                      594,848       783,137 
   Software construction and product enhancement    4,844,725     4,802,522 
                                                     ---------     ---------
                                                    5,891,295     6,015,956 
   Less accumulated depreciation and amortization   5,756,762     5,802,467 

                                                      134,533       213,489 

                            Total Assets          $   788,079   $ 2,687,484 
               
               
               
                                                      BALANCE SHEETS     
                                    As of December 31, 1997 & March 31, 1997
               
                                                           (unaudited)
LIABILITIES                                           Dec. 31      March 31
                                                         1997          1997
Current Liabilities               
   Short-term notes payable and 
       current maturities of               
       long-term debt                             $ 1,570,268   $ 2,841,176 
   Accounts payable - trade                           723,948       718,775 
   Accounts payable - related parties                       -         3,738 
   Deferred income                                    306,845       353,572 
   Accrued liabilities                  
     Salaries and wages                               138,068       126,007 
     Commissions                                      111,261       108,363 
     Property and payroll taxes                        90,304        78,196 
     Interest                                          76,540        76,536 
     Provision for closing of affiliated company       51,035        84,150 
     Other                                             40,668        42,337 
                                                  -----------   -----------
          Total Accrued Liabilities                   507,876       515,589 
                                                  -----------   -----------
                
          Total Current Liabilities                 3,108,937     4,432,850 
               
Long-Term Obligations, Less Current Maturities        824,348       987,425 
                
Deferred rent                                         139,159       231,070 
                
SHAREHOLDERS' EQUITY (DEFICIT)               
     Common shares                                     61,674        61,674 
     Additional paid-in capital                     5,727,881     5,727,881 
                                                  -----------   -----------
                                                    5,789,555     5,789,555 
               
     Accumulated deficit                           (9,073,920)   (8,753,416)
                                                  -----------   -----------
          Total Shareholders' Deficit              (3,284,365)   (2,963,861)
                                                  -----------   -----------
                
          Total Liabilities and 
          Shareholders' Deficit                   $   788,079   $ 2,687,484 
                                                  ===========   ===========

The accompanying notes are an integral part of these financial statements.


Item 1 - Financial Statements
     (continued)

                               STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                              For the nine months ended December 31, 1997
                                        (unaudited)               
                                   
                                       Additional                     
                             Common   Contributed   Accumulated          
                             Shares     Capital       Deficit       Total
                            --------  -----------  -----------  -----------
                                   
Balance, March 31, 1997     $ 61,674  $ 5,727,881  $(8,753,416) $(2,963,861)
                                   
Net loss for period               -             -     (320,504)    (320,504)
                            --------  -----------  -----------  -----------
                                   
Balance, December 31, 1997  $ 61,674  $ 5,727,881  $(9,073,920) $(3,284,365)
                            ========  ===========  ===========  ===========    

The accompanying notes are an integral part of these financial statements.


Item 1 - Financial Statements
     (continued)

                                  STATEMENTS OF CASH FLOWS          
                          For the nine months ended December 31,          
                                        (unaudited)
                                                         1997          1996
Cash used by operations               
  Net income (loss) for period                  $    (320,504)   $2,015,747 
  Adjustments to reconcile net loss 
               to cash from operations               
    Gain on sale of assets                             (3,624)   (3,020,942)
    Depreciation and amortization                      15,467        27,010 
    Amortization of software construction               
               and product enhancements               103,000      1,020,855 
    Amortization of note receivable from shareholder  (30,000)             - 
        Loss from affiliate                                 -        385,000 
        Provision for obsolete inventory               27,000         27,000 
        Amortization of deferred income              (131,540)      (220,413)
        Foreign currency gain and other                   (29)       (26,462)
               
    Increase (decrease) in cash  due to changes in
        Accounts receivable                            55,916        (10,818)
        Inventories                                    20,873        (95,212)
        Prepaid expenses                              (11,546)       (13,690)
        Accounts payable                               33,333          7,625 
        Accrued liabilities                            (2,235)        43,078 
        Deferred rent                                 (91,911)       (45,975)
        Deferred income                                84,813       (141,268)
                                                    ----------    ----------
               
            Net cash used by operations              (250,987)       (48,465)
               
Cash used in investment activities               
        Purchase of equipment                          (6,225)       (16,766)
        Proceeds from the sale of fixed assets         13,510              - 
        Increase in software construction and 
            product enhancements                      (42,203)      (215,804)
                                                    ----------    ----------
               
            Net cash used in investment activities    (34,918)      (232,570)
               
Cash provided by financing activities               
        Additions to debt obligations                  75,000       405,000 
        Payments on debt obligations                  (15,432)       (6,316)
                                                   ----------    ----------
               
            Net cash provided by financing activities  59,568       398,684 
               
Increase (decrease) in cash                          (226,337)      117,649 
Cash - beginning of period                            259,494        28,951 
                                                   ----------    ----------
               
Cash - end of period                               $   33,157    $  146,600 
                                                   ==========    ==========
               
Interest paid during period, net of capitalization $   22,419    $  268,382 
                                                   ==========    ==========

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements

1. Presentation of Information

In the opinion of management, the accompanying unaudited financial 
statements reflect all adjustments (consisting of only normal recurring 
adjustments) necessary to present fairly Zonic Corporation's (the 
"Company") financial position at December 31, 1997 and the results of 
operations for the three and nine month periods ended December 31, 1997 and 
1996 and its cash flows for the nine-month periods ended December 31, 1997 
and 1996.  The results of operations for the interim periods are not 
necessarily indicative of results to be expected for a full year.

The financial statements are summarized and should be read in conjunction 
with the annual report to shareholders and Form 10-K for the year ended 
March 31, 1997.  Certain reclassifications have been made to amounts shown 
for the prior year to conform to current year classifications.


2. Affiliate Company

The Company along with A&D Company Ltd. (A&D) had formed Zonic A&D Company 
with each owning 50% to market its products. During 1997, the Company and 
A&D agreed to dissolve Zonic A&D Company to simplify operations and reduce 
operating costs.  All daily operations were merged with the Company on 
April 1, 1997.  The dissolution which includes the distribution of assets 
and liabilities will occur during 1998.  The Company recorded an expense of 
$385,000 during fiscal 1997 for the losses it expected to incur as a result 
of the dissolution.  Revenue from sales to Zonic A&D Company by the Company 
for the three month period ended December 31, 1996 was $609,210.  Similar 
sales for the nine month period then ended were $1,678,498.  Zonic A&D 
Company recorded a profit of $9,501 for the three months ended December 31, 
1996 and a profit of $18,112 for the nine month period then ended.

The Company accounted for its portion of the earnings of Zonic A&D Company 
using the equity method.  The Company's recognition of its 50% interest in 
the net profits and losses of this affiliate is limited to the investment 
in Zonic A&D Company, including the amounts the Company has committed to 
fund the operations. The prior period profits were not recorded as Zonic 
A&D Company incurred substantial losses prior to 1994 and losses were 
recorded in those years to the extent the Company was at risk to fund those 
losses. 


3.  Sale of Asset

In December 1996, the Company sold its Zeta Technology and software to A&D.  
Principal assets sold included the core software and all the application 
software and associated techniques and know-how employed within the 
collection of software that the Company has developed and designed for its 
System 7000 and WS 7000 product lines.  Under the terms of the sale, the 
Company has the right to distribute Zeta Technology by paying a royalty 
payment to A&D equal to 15% of Zeta Software sales made by the Company.  
The Company is not, however, obligated to sell the Zeta product.

The sales price of $3,618,578 consisted of (i) two notes receivable, one in 
the amount of $900,000 due on March 31, 1997 and one in the amount of 
$1,500,000 due on June 30, 1997, the proceeds of which were used to pay 
down the Company's outstanding bank debt; (ii) a $530,000 reduction of 
accounts payable owed to A&D by the Company; (iii) a $570,000 reduction of 
loans A&D extended to the Company under a credit agreement between the 
parties; and (iv) the elimination of accrued interest totaling $118,578 on 
loans payable to A&D.


4.  Earnings Per Share

The Company implemented Statement of Financial Accounting Standards (SFAS) 
No. 128, "Earnings Per Share" in the current period.  Basic earnings (loss) 
per share is based on net income (loss) and the weighted average number of 
common shares outstanding during the period.  Diluted earnings (loss) per 
share is based on net income (loss) and the weighted average number of 
common shares plus all dilutive potential common shares.  At December 31, 
1997, there were 1,558,000 stock options and 450,000 warrants outstanding 
for the purchase of common shares.  These potential common shares are not 
included in the diluted earnings per share calculation because they are 
anti-dilutive.


5.  New Standards

In June 1997, the Financial Accounting Standard Board issued SFAS No. 130, 
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about 
Segments of an Enterprise and Related Information."  Zonic will be required 
to adopt these standards in 1998.  Adoption of these standards will not 
impact the reported results of operation or financial position of Zonic, 
but may require additional disclosures.


6.  Subsequent Event

On January 30, 1998, A&D purchased 12,000 shares of Class A Non-Voting, 
Redeemable Convertible Preferred Stock of the Company at a price of $100 
per share which is convertible on or after January 30, 1999 at the rate of 
one Class A Preferred Share for 100 shares of common stock.  Proceeds of 
$1,200,000 from this sale were used to repay a bank loan of $1,078,000, and 
related accrued interest of $26,757 and to settle a portion of the loans 
payable to A&D of $95,243.  In addition, A&D will purchase 6,000 shares of 
Class B Non-Convertible, Redeemable, Non-Voting Preferred Stock of the 
Company at a price of $200 per share with an annual dividend equal to 20% 
of the Company's annual after-tax earnings excluding non-recurring earnings 
("Class B Preferred Stock").  Proceeds of $1,200,000 from this sale of 
Class B Preferred Stock will be used to repay the short-term bank loan of 
$600,000, the balance of loans payable to A&D totaling $538,203 and related 
accrued interest of $61,797.  The purchase of Class B Preferred Stock by 
A&D is expected to be completed by February 28, 1998.  Upon repayment of 
these loans, the Credit Agreement between the Company and A&D dated 
December 7, 1992 will be terminated and A&D will release its security 
interest in the Company's assets.


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

Special Cautionary Notice Regarding Forward-Looking Statements

Certain of the matters discussed under the caption "Management's Discussion 
and Analysis of Financial Condition and Results of Operations" may 
constitute forward-looking statements for purposes of the Securities Act of 
1933 and the Securities Exchange Act of 1934, as amended, and as such may 
involve known and unknown risks, uncertainties and other factors which may 
cause the actual results, performance or achievements of the Company to be 
materially different from future results, performance or achievements 
expressed or implied by such forward-looking statements.  Important factors 
that could cause the actual results, performance or achievements of the 
Company to differ materially from the Company's expectations are disclosed 
in this document including, without limitation, the impact of competitive 
products and pricing, product demand and market acceptance, and 
fluctuations in operating results.  All written or oral forward-looking 
statements attributable to the Company are expressly qualified in their 
entirety by such factors.

Results of Operations

Product and Services Revenue decreased by $251,183 or 26% for the 
three months ended December 31, 1997, when compared to the same period of 
the prior year.  For the nine months ended December 31, 1997, revenue 
decreased by $1,620,662 or 52% when compared to the same prior year period.  
Sales decreased across all product lines with significant declines in the 
Company's 7000 Series and Machinery Monitoring System (MMS) products lines.  
The prior year included revenue from work completed on a large MMS order 
received in fiscal year 1996.  Revenue from this project was recorded on 
the percentage of completion method in accordance with the Company's 
revenue recognition policies and the project was completed in December, 
1996.  The decrease in 7000 Series revenue was attributable to 
significantly less orders as the Company focused on the applications of its 
Medallion products.

Revenue from the Medallion product line increased $254,635 and $593,150, 
respectively, for the three and nine months ended December 31, 1997 when 
compared to the same periods of the prior year.

Order backlog amounted to $234,000 at December 31, 1997 compared with 
$452,000 at December 31, 1996.  This decrease was due mainly to the decline 
in 7000 Series orders. 


Costs of products and services sold were 40% and 39% respectively of 
products and services revenues for the three and nine months ended December 
31, 1997 versus 46% and 44% respectively for the prior year.  The improved 
profit margins are the result of higher profit margins on the sale of 
Medallion products. 


Selling and administrative expenses decreased by 19% for the three 
and nine month periods ended December 31, 1997 versus the same periods for 
the prior year.  The decline was due mainly to lower administrative 
salaries and the continuing reduction of facilities costs offset by higher 
advertising and sales promotion costs.  However, selling and administrative 
expenses were 37% and 55%, respectively, of products and services revenues 
for the current three and nine month periods versus 34% and 33%, 
respectively, for the same periods of the prior year.  The increased 
percentage was due mainly to lower revenues in the current periods.


Research and development expenses and software construction and 
product enhancement amortization was $59,254 and $258,011 
respectively, for the three and nine months ended December 31, 1997 versus 
$618,564 and $1,020,855, respectively, for the same periods of the prior 
year.  This decrease was due to less amortization expense as a result of 
the sale of the Company's Zeta technology and software and accompanying 
writedown of software construction and product enhancement costs associated 
therewith in December, 1996.  In addition, the prior year periods included 
a provision of $400,000 for the writedown of software construction and 
product enhancement costs associated with the decline in MMS revenues.  
This reduction has been partially offset by an increase in amortization 
expense related to Medallion products,  and research and development 
expenses of $26,254 and $155,011 for the three and nine months ended 
December 31, 1997, respectively.  There was no research and development 
expense for the three and nine month periods for the prior year related to 
Medallion products.  See Software Construction and Product Development 
under Liquidity and Capital Resources.


Interest expense for the three months ended December 31, 1997 decreased 
to $50,849 versus $116,198 for the same period of the prior year.  For the 
nine months ended December 31, 1997 interest expense decreased to $142,169 
from $347,131 for the same period of the prior year.  This decrease was due 
to the reduction of debt resulting from the sale of the Company's Zeta 
Technology. (See Liquidity and Capital Resources).  


Foreign currency gains were $612 and $29, respectively, for the three 
and nine months ended December 31, 1997 versus a currency loss of $11,999 
and a currency gain of $26,462, respectively, for the three and nine month 
periods of the prior year.  These gains and losses are due to increases and 
decreases, respectively, in the value of the dollar against the Japanese 
yen.


Income tax expense of $15,879 for the three months ended December 31, 
1997 and $708,626 and $685,354, respectively, for the three and nine months 
ended December 31, 1996 is offset by net operating loss carryforwards.  At 
March 31, 1997 and 1996, loss carryforwards totaling $6,800,000 and 
$6,500,000, respectively, were available to offset future income taxes.  
Also, the Company had tax credits of $650,000 and $667,000 as of March 31, 
1997 and 1996, respectively, to offset future income taxes.  No benefit 
from the Company's deferred tax assets has been provided since it is not 
likely that such assets would be realized at this time.


Liquidity & Capital Resources

Software Construction and Product Development

The Company's total unamortized software construction and product 
enhancement costs at December 31, 1997 and March 31, 1997 were $75,568 and 
$136,364 respectively.  Cash outlays for software construction and product 
enhancement projects were $42,203 for the nine months ended December 31, 
1997 compared to $215,804 for the prior year period.  These costs will be 
amortized over the estimated useful life of each product capitalized.  
Research and development costs are expensed as incurred.


Working Capital and Cash Flow

The Company's working capital decreased from a negative $1,958,855 at March 
31, 1997 to a negative $2,455,391 at December 31, 1997 resulting in a 
decrease in the current ratio from .56 to .21.  The decline was due to 
significant reductions in cash and receivables.

The Company's cash flows from operations amounted to a negative $250,987 
for the nine months ended December 31, 1997.  Investments in software 
construction and product enhancement activities used cash of $42,203.
During the current year, A&D paid a note receivable of $1,500,000 to retire 
a Company bank loan guaranteed by A&D.  On September 15, 1997, the Company 
borrowed $600,000 from a bank to make payment on a $600,000 short-term note 
payable to another bank.  This note requires monthly interest payments 
computed at the prime rate less 1% with the principal payable in a lump sum 
on August 31, 1998 and is guaranteed by A&D.  Proceeds from this loan and 
the payment on the note receivable were made directly to the respective 
banks.  These transactions are considered non-cash transactions for the 
Statement of Cash Flows.

On August 15,1997, the Company reached an agreement with its landlord to 
terminate its then existing lease agreement and satisfy all outstanding 
past due rental obligations with a payment of $100,000 to the landlord and 
by signing of a new lease for less space in the same building.  The new 
lease agreement commenced September 1, 1997 for a period of two years with 
monthly payments of $4,604 versus $16,112 under the prior lease.  As a 
result of the $100,000 payment, deferred rent was reduced by approximately 
$39,000 and accounts payable was reduced by $61,000.  The remaining balance 
of deferred rent will be amortized into income over the term of the new 
lease agreement.  The main source of funds for the payment to the landlord 
was a $75,000 loan from a bank. This loan which matures on August 30, 1999 
is secured by the assets of the Company and requires a monthly principal 
payment of $3,125 and interest computed at the prime rate plus 2%.  The 
remaining funds were from the sale of rights to receive royalty payments to 
a related party.

On October 31,1997, A&D loaned the Company $28,446. This amount was 
forwarded directly to a bank from A&D for payment on one of the Company's 
outstanding notes. No repayment date was specified for this loan.  This 
transaction is considered a non-cash transaction for the Statement of Cash 
Flow.

Although the Company has substantially reduced its current and long-term 
debt obligations as the result of its recent sale of preferred stock to A&D 
(See Note 6 of Notes to Financial Statements), the Company continues to 
experience serious cash flow problems and has been unable to improve on the 
aging of its accounts payable and certain accrued liabilities. The Company 
is seeking additional working capital through additional debt or equity 
financing from public or private sources to reduce the delinquency of its 
accounts payable and accrued liabilities, and to sustain its operations.  
There can be no assurance that the Company will be able to obtain 
additional financing on favorable terms, if at all, from any source. 

Part II - Other Information

Item 5:  Other Information

Pursuant to the terms of a Subscription Agreement between the Company and 
A&D, dated January 30, 1998, A&D purchased 12,000 shares of Class A Non-
Voting, Redeemable Convertible Preferred Stock of the Company at a price of 
$100 per share which is convertible on or after January 30, 1999 at the 
rate of one Class A Preferred Share for 100 shares of common stock. [See 
Exhibit (3) (iv) Article FOURTH.] Proceeds of $1,200,000 from this sale 
were used to repay a bank loan of $1,078,000, and related accrued interest 
of approximately $26,757 and to settle a portion of the loans payable to 
A&D of $95,243.  In addition, A&D will purchase 6,000 shares of Class B 
Non-Convertible, Redeemable, Non-Voting Preferred Stock of the Company at a 
price of $200 per share with an annual dividend equal to 20% of the 
Company's annual after-tax earnings excluding non-recurring earnings 
("Class B Preferred Stock"). [See Exhibit (3) (iv) Article FOURTH.] 
Proceeds of $1,200,000 from this sale of Class B Preferred Stock will be 
used to repay the short-term bank loan of $600,000, the balance of loans 
payable to A&D totaling approximately $538,203 and related accrued interest 
of approximately $61,797.  In the event of liquidation or dissolution of 
Zonic, the Class A Preferred Stock is entitled to receive $100.00 per 
share, and the Class B Preferred Stock $200.00 per share, before holders of 
common stock receive any amounts.  Both classes of Preferred Stock may be 
redeemed by the Company upon thirty days prior notice -- the Class A shares 
at $100.00 per share, and the Class B shares at $200.00 per share.  The 
purchase of Class B Preferred Stock by A&D is expected to be completed by 
February 28, 1998.  Upon repayment of these loans, the Credit Agreement 
between the Company and A&D dated December 7, 1992 will be terminated and 
A&D will release its security interest in the Company's assets.  [See 
Exhibit (10) (xxx).]

Item 6:  Exhibits and Reports on Form 8-K

        	Exhibit

        	(3) (iv)  Amended and Restated Articles of Incorporation of Zonic 
Corporation

        	(10) (xxx)  Subscription Agreement, dated January 30, 1998, between 
Zonic Corporation and A&D Company,	Ltd.

        	(11)  Computation of earnings per common share - See Statement of 
Operations.
        	(27)  Financial Data Schedule

	Reports on Form 8-k - none

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.

ZONIC CORPORATION


By:     /s/  James B. Webb
        ------------------------------------ 
        President and Chief Executive Officer
       
        
By:     /s/ John H. Reifschneider
        ----------------------------------  
        Controller


Dated:  February 17, 1998


                         Exhibit (3) (iv)

                       AMENDED AND RESTATED
                     ARTICLES OF INCORPORATION
                                OF
                        ZONIC CORPORATION

FIRST.  The name of said corporation shall be ZONIC CORPORATION. 

SECOND.  The place in Ohio where its principal office is to be located is 
Milford, Clermont County.

THIRD.  The purposes for which it is formed are:  To engage in any lawful 
act or activity in which corporations may be formed under Section 1701.01 
through 1701.98, inclusive, of the Ohio Revised Code and any amendments 
thereto.

FOURTH.  The total number of shares of all classes of capital stock which 
the Corporation shall have authority to issue is TEN MILLION (10,000,000) 
shares, of which TWO HUNDRED FIFTY THOUSAND (250,000) shares shall be 
shares of preferred stock without par value, and NINE MILLION SEVEN HUNDRED 
FIFTY THOUSAND (9,750,000) shares shall be shares of common stock without 
par value.  The directors of the Corporation may adopt amendments to the 
Articles of Incorporation in respect of any unissued or treasury shares of 
common or preferred stock of the Corporation so as to fix or change the 
express terms of such shares, which may include but are not limited to:  
the division of such shares into series and the designation and 
authorization of the number of shares of each series; voting rights which 
may be full, limited or denied, except as otherwise required by law; the 
dividend rate; the dates of payment of dividends and the dates from which 
they are cumulative; redemption rights and price; liquidation price; 
sinking fund requirements; conversion rights; and restrictions on the 
issuance of shares of any class or series.

The 250,000 authorized preferred shares shall be classified as follows:

	(a)	12,000 shares shall be designated as Class A Non-Voting,  
Redeemable, Convertible Preferred Stock, no par value, $100.00 per share 
(Class A Preferred Stock).

	(b)	6,000 shares shall be designated as Class B Non-Convertible,  
Redeemable, Non-Voting Preferred Stock, no par value, $200.00 per share 
(Class B Preferred Stock).

The express terms of the shares of each class are as follows:

Class A Non-Voting, Redeemable Convertible Preferred Stock

The holder(s) of the Class A Preferred Stock shall not be entitled to any 
voting rights.  The holder(s) of the Class A Preferred Stock shall also not 
be entitled to notice of any meetings of shareholders except meetings 
called to consider and act upon subjects or questions with respect to which 
the right to notice or voting rights is conferred by law upon the holder(s) 
of the shares of Class A Preferred Stock.

The holder(s) of shares of Class A Preferred Stock shall have the right at 
the holder's option, to convert such shares into shares of common stock of 
the Corporation on the following terms and conditions:

	(a)	Each share of Class A Preferred Stock shall be convertible at 
any time on or after January 30, 1999 into fully paid and non assessable 
shares of common stock of the Corporation as constituted at the time of 
such conversion, at the Conversion Rate of 100 shares of common stock for 
each share of Class A Preferred Stock, subject to adjustment as provided 
herein.  The Corporation shall not be required to issue fractions of shares 
of common stock upon conversion of the Class A Preferred Stock.  In the 
event any fractional interest in a share of common stock shall be 
deliverable upon the conversion of any shares of Class A Preferred Stock, 
the Corporation shall, if surplus is available, purchase such fractional 
interest for an amount in cash equal to the current market value of such 
fractional interest.

	(b)	So long as any of the shares of Class A Preferred Stock shall 
be outstanding, the Corporation will not make any share distribution on its 
common stock unless the Corporation, by proper legal action, shall have 
authorized and reserved an amount of shares equal to the amount thereof 
which would have been declared upon the common stock into which such Class 
A Preferred Stock might have been converted, and the Corporation shall, out 
of such additional shares so authorized and reserved on account of such 
share distribution, upon the conversion of any shares of Class A Preferred 
Stock, deliver with any common stock into which shares of Class A Preferred 
Stock are converted, but without additional consideration therefor, such 
amount of common stock as would have been deliverable to the holder(s) of 
the common stock into which such Class A Preferred Stock had been so 
converted had such common stock been outstanding at the time of such share 
distribution.  A share distribution shall mean a dividend payable only in 
shares of common stock of the Corporation of the same class as the present 
authorized common stock.  The right of the Corporation to declare and pay 
any dividends whether in cash, shares, or otherwise, shall not be limited 
except as specifically otherwise provided herein.

	(c)	In case of any stock split, combination or other 
recapitalization of the Class A Preferred Stock or of the common stock into 
a different number of shares of the same or any other class or classes, or 
in case of any consolidation or merger of the Corporation with or into 
another corporation, or in case of any sale or conveyance to another 
corporation of the property of the Corporation as an entity or 
substantially as an entirety, the Conversion Rate shall be appropriately 
adjusted so that the rights of the holder(s) of Class A Preferred Stock and 
of the common stock will not be diluted as a result of such combination, 
change, consolidation, merger, sale, or conveyance.

	(d)	Nothing contained in the foregoing paragraphs shall require 
adjustment to the Conversion Rate in the event the Corporation shall issue 
any additional shares of common stock not outstanding as of the date 
hereof, or Preferred Stock, other than the 12,000 shares of Class A 
Preferred Stock and the 6,000 shares of Class B Preferred Stock 
contemplated hereunder, at a price per share which is not less than the 
then fair market value of said shares as determined by the Board of 
Directors of the Corporation. 

	(e)	Adjustments in the rate of conversion shall be calculated to 
the nearest one-tenth of a share.

The Class A Preferred Stock at any time outstanding may be redeemed by the 
Corporation, in whole or in part, at any time or from time to time, at its 
election, by resolution of the directors upon not less than 30 days' prior 
notice to the holders of record of the Class A Preferred Stock to be 
redeemed, given as provided herein, at $100.00 per share.  If less than all 
of the outstanding Class A Preferred Stock is to be redeemed, the 
redemption may be made either by lot or pro rata or by such other equitable 
method as the directors in their discretion may determine.  In case of 
partial redemption of the Class A Preferred Stock on a pro rata basis, 
fractional shares may be disregarded and the nearest number of whole shares 
redeemed.  Notice of such redemption, stating the number of shares to be 
redeemed, the redemption date, the redemption price, and the place of 
payment thereof, shall be given to the respective holders of the Class A 
Preferred Stock to be redeemed, by mailing it, postage prepaid, to the 
holders at their respective addresses as shown on the books of the 
Corporation.  The notice shall be so mailed not less than 30 and not more 
than 60 days prior to the redemption date.  If the notice of redemption 
shall have been duly given, and if on or before the redemption date 
specified in the notice all funds necessary for the redemption shall have 
been set aside so as to be available therefor, then, notwithstanding that 
any certificate for Class A Preferred Stock so called for redemption shall 
not have been surrendered for cancellation, the shares represented thereby 
shall no longer be deemed outstanding, and all rights with respect to the 
Class A Preferred Stock so called for redemption shall terminate on the 
redemption date, except only the right of holders thereof to receive the 
amount payable upon redemption, but without interest.

Subject to the provisions and limitations herein contained, the directors 
shall have full power and authority to prescribe the manner in which and 
the terms and conditions upon which Class A Preferred Stock shall be 
redeemed.

In the event of any liquidation, dissolution or winding up of the affairs 
of the Corporation, either voluntarily or involuntarily, the amount that 
shall be paid to the holder of each share of Class A Preferred Stock shall 
be the fixed amount of $100.00 for each such share.  Neither the merger nor 
consolidation of the Corporation, nor the sale, lease or conveyance of all 
or part of its assets, shall be deemed to be a liquidation, dissolution or 
winding up of the affairs of the Corporation, either voluntarily or 
involuntarily, within the meaning hereof.  All shares of common stock shall 
be of junior rank in respect of the preferences as to payments upon the 
liquidation, dissolution or winding up of the Corporation to all shares of 
Class A Preferred Stock, such that each holder of Class A Preferred Stock 
shall receive the full liquidation value of $100.00 per share before the 
holders of common stock receive any amounts upon liquidation.  The rights 
of the common stock shall be subject to the preferences and relative rights 
of the Class A Preferred Stock. If, in the event of any liquidation, 
dissolution or winding up of the Corporation, the Corporation has 
sufficient funds to pay creditors, but not all holders of Preferred Stock, 
the remaining funds shall be paid to holders of Preferred Stock pro rata 
based on the stated capital represented by the number of shares of 
Preferred Stock issued, multiplied by the par value per share. 

Class B Non-Convertible, Redeemable, Non-Voting Preferred Stock

The holder(s) of the Class B Preferred Stock shall not be entitled to any 
voting rights.  The holder(s) of the Class B Preferred Stock shall also not 
be entitled to notice of any meetings of shareholders except meetings 
called to consider and act upon subjects or questions with respect to which 
the right to notice or voting rights is conferred by law upon the holder(s) 
of the shares of Class B Preferred Stock.

The holder(s) of shares of Class B Preferred Stock shall not be entitled to 
any rights to convert such shares into shares of common stock.

The holder(s) of the Class B Preferred Stock shall be entitled to receive, 
and the Corporation, shall pay, in preference to and priority over any 
dividend on common stock, a fixed dividend, calculated at a rate of twenty 
percent (20%) of the Corporation's net after-tax earnings (excluding non-
recurring earnings) per annum, as reflected on the Corporation's annual 
audited financial statements, beginning with the year ended March 31, 1999.  
The dividend shall be payable annually on or before 120 days after the 
Corporation's fiscal year end.  Such dividends shall not be cumulative.  If 
the Corporation's net after-tax earnings are insufficient in any year to 
allow for payment of all or part of the dividend on the Class B Preferred 
Stock, the holders of Class B Preferred Stock shall have no further right 
to the dividend for said year in the future.

The Class B Preferred Stock at any time outstanding may be redeemed by the 
Corporation, in whole or in part, at any time or from time to time, at its 
election, by resolution of the directors upon not less than 30 days' prior 
notice to the holders of record of the Class B Preferred Stock to be 
redeemed, given as provided herein, at $200.00 per share plus an amount 
equal to the unpaid dividends, if any, thereon, to the redemption date.  If 
less than all of the outstanding Class B Preferred Stock is to be redeemed, 
the redemption may be made either by lot or pro rata or by such other 
equitable method as the directors in their discretion may determine.  In 
case of partial redemption of the Class B Preferred Stock on a pro rata 
basis, fractional shares may be disregarded and the nearest number of whole 
shares redeemed.  Notice of such redemption, stating the number of shares 
to be redeemed, the redemption date, the redemption price, and the place of 
payment thereof, shall be given to the respective holders of the Class B 
Preferred Stock to be redeemed, by mailing it, postage prepaid, to the 
holders at their respective addresses as shown on the books of the 
Corporation.  The notice shall be so mailed not less than 30 and not more 
than 60 days prior to the redemption date.  If the notice of redemption 
shall have been duly given, and if on or before the redemption date  
specified in the notice all funds necessary for the redemption shall have 
been set aside so as to be available therefor, then, notwithstanding that 
any certificate for Class B Preferred Stock so called for redemption shall 
not have been surrendered for cancellation, the shares represented thereby 
shall no longer be deemed outstanding, the right to receive dividends, if 
any, thereon shall cease to accrue from and after the date of redemption, 
and all rights with respect to the Class B Preferred Stock so called for 
redemption shall terminate on the redemption date, except only the right of 
holders thereof to receive the amount payable upon redemption, but without 
interest.

Subject to the provisions and limitations herein contained, the directors 
shall have full power and authority to prescribe the manner in which and 
the terms and conditions upon which Class B Preferred Stock shall be 
redeemed.
 
In the event of any liquidation, dissolution or winding up of the affairs 
of the Corporation, either voluntarily or involuntarily, the amount that 
shall be paid to the holder of each share of Class B Preferred Stock shall 
be the fixed amount of $200.00 for each such share.  Neither the merger nor 
consolidation of the Corporation, nor the sale, lease or conveyance of all 
or part of its assets, shall be deemed to be a liquidation, dissolution or 
winding up of the affairs of the Corporation, either voluntarily or 
involuntarily, within the meaning hereof.  All shares of common stock shall 
be of junior rank in respect of the preferences as to payments upon the 
liquidation, dissolution or winding up of the Corporation to all shares of 
Class B Preferred Stock, such that each holder of Class B Preferred Stock 
shall receive the full liquidation value of $200.00 per share before the 
holders of common stock receive any amounts upon liquidation.  The rights 
of the common stock shall be subject to the preferences and relative rights 
of the Class B Preferred Stock.

If, in the event of any liquidation, dissolution or winding up of the 
Corporation, the Corporation has sufficient funds to pay creditors, but not 
all holders of Preferred Stock, the remaining funds shall be paid to 
holders of Preferred Stock pro rata based on the stated capital represented 
by the number of shares of Preferred Stock issued, multiplied by the par 
value per share. 

Notwithstanding any provision of the General Corporation Law of Ohio now or 
hereafter in effect, no shareholder shall have the right to vote 
cumulatively in the election of directors.  Without limiting the generality 
of the preceding sentence, no shareholder shall have the right at any time 
in the election of directors to give one candidate as many votes equal to 
the number of directors to be elected multiplied by the number of his votes 
or to distribute his votes on the same principle among two or more 
candidates.  

FIFTH.  The amount of the stated capital with which the Corporation shall 
begin business is Five Hundred ($500.00) Dollars.

SIXTH.  The Corporation shall indemnify each present and future director 
and officer, his heirs, executors and administrators, or any person who 
serves, or has served at the request of the Corporation, as a director or 
officer of another corporation, partnership, joint venture, trust or other 
enterprise, to the maximum extent allowed under the laws of the State of 
Ohio.  The Corporation may indemnify any employee or agent of the 
Corporation or any person who serves or has served at the request of the 
Corporation as an employee, agent or trustee of another corporation, 
partnership, joint venture, trust or other enterprise to the maximum extent 
allowed under the laws of the State of Ohio.  The foregoing right of 
indemnification shall not be exclusive of other rights to which any 
director, officer, employee or agent may be entitled as a matter of law, 
under the code of regulations of the Corporation, or any agreement, or 
otherwise.

SEVENTH.  In the absence of fraud, no contract or other transaction between 
this Corporation and any other corporation or any firm, association, 
partnership or person shall be affected or invalidated by the fact that any 
director or officer of this Corporation is pecuniarily or otherwise 
interested in or is a director, member or officer of such other corporation 
or of such firm, association or partnership or is a party to, or is 
pecuniarily or otherwise interest in such contract or other transaction or 
is in any way connected with any person or persons, firm, association, 
partnership or corporation pecuniarily or otherwise interested therein; 
provided that the fact that he individually or as a director, member or 
officer of such corporation, firm, association, or partnership is such a 
party or is so interested shall be disclosed to or shall have been known by 
the Board of Directors or a majority of such members thereof as shall be 
present at a meeting of the Board of Directors at which action upon any 
such contract or transaction shall be taken; any director may be counted in 
determining the existence of a quorum at any meeting of the Board of 
Directors of this Corporation for the purpose of authorizing any such 
contract or transaction with like force and effect as if he were not so 
interested, or were not a director, member or officer of such other 
corporation, firm, association or partnership.

EIGHTH.  Any contract, transaction or act of the Corporation or of the 
directors which shall be duly ratified at any meeting called for such 
purpose, shall, insofar as permitted by law or by the Articles of 
Incorporation of the Corporation, be as valid and as binding as though 
ratified by every stockholder of the Corporation; provided, however, that 
any failure of the stockholders to approve or ratify any such contract, 
transaction or act, when and if submitted shall not be deemed in any way to 
invalidate the same or deprive the Corporation, its directors, officers and 
employees of its or their right to proceed with such contract, transaction 
or act.

NINTH.  The Corporation may purchase or redeem shares or its stock, or 
options, warrants or rights to acquire its stock, from time to time to such 
extent, in such manner, and upon such terms as its Board of Directors may 
determine, provided the Corporation shall not use any of its funds for such 
purpose of repurchase or redemption when there is reasonable ground to 
believe that the Corporation is, or by such purchase would be, rendered 
insolvent.

TENTH.  No stockholder of the Corporation, nor holder of any option, 
warrant, or right to acquire or purchase stock of the Corporation, shall by 
reason of holding shares or rights to acquire shares of any class have any 
pre-emptive or preferential right to purchase or subscribe to any shares of 
any class of the Corporation, now or hereafter to be authorized, or any 
notes, debentures, bonds or other securities convertible into or carrying 
options, rights or warrants to acquire or purchase shares of any class, now 
or hereafter to be authorized, whether or not the issuance of said shares, 
options, warrants, rights, or such notices, debentures, bonds, or other 
securities, would adversely affect the dividend or voting rights of such 
stockholder or similar rights of such holder of options, warrants, or 
rights to acquire stock of the Corporation, other than such rights, if any, 
as the Board of Directors, in its discretion, from time to time may 
specifically grant, and at such price as the Board of Directors in its 
discretion may fix, and the Board of Directors may issue shares of any 
class of the Corporation, or any notes, debentures, bonds, or other 
securities convertible into or carrying options, rights or warrants to 
purchase shares of any class, without offering any such shares, options, 
warrants or rights of any class, either in whole or in part, to the 
existing stockholders of any class, or to the holders of any outstanding 
options, warrants or rights to acquire stock of any class of the 
Corporation.

ELEVENTH.  Whenever the vote, consent, waiver or release of the 
shareholders shall be required under the General Corporation Law of the 
State of Ohio, as the same may be amended from time to time, there shall be 
required only an affirmative or negative vote, as the case may be, of the 
holders of a majority of the shares entitled to vote thereon for the 
particular vote, consent, waiver or release to become effective.

TWELFTH.  These Amended and Restated Articles of Incorporation supersede 
the existing Articles of Incorporation including all amendments thereto and 
as previously amended and restated.

THIRTEENTH.  Section 1701.831 of the Ohio Revised Code shall not apply to 
any acquisition of the securities of this Corporation.

                             Exhibit (10) (xxx)

                        SUBSCRIPTION AGREEMENT

This Subscription Agreement is made as of this 30th day of January, 1998 by 
and between Zonic Corporation, an Ohio corporation (the "Company") and A&D 
Co., Ltd., a Japanese Company ("A&D").

                                 RECITALS

	WHEREAS, A&D has guaranteed the Company's indebtedness to the 
Ashikaga Bank, Ltd. in the principal amount of $1,078,000, which final 
monthly instrument is due and payable on April 1, 2001, and accrued 
interest in the amount of $26,757.33; and 

	WHEREAS, A&D has guaranteed the Company's indebtedness to The 
Provident Bank in the principal amount of $600,000, which is due and 
payable on August 31, 1998; and

	WHEREAS, the Company currently is indebted to A&D in the principal 
amount of $633,445.91 for short term loans and accrued interest in the 
amount of $61,796.76; and

	WHEREAS, A&D desires to purchase 12,000 shares of Class A Non-Voting, 
Redeemable Convertible Preferred Stock of the Company, convertible 
one year after the date hereof at the rate of one Class A Preferred Share 
for 100 shares of common stock of the Company ("Class A Preferred Stock"), 
at a price of $100 per share, and 6,000 shares of Class B Non-Convertible, 
Redeemable, Non-Voting Preferred Stock of the Company, with annual dividend 
equal to 20% of the Company's after-tax earnings (excluding non-recurring 
earnings) ("Class B Preferred Stock"), at a price of $200 per share (the 
Class A Preferred Stock and the Class B Preferred Stock are sometimes 
referred to herein collectively as the "Shares") in order to provide the 
Company with sufficient funds to discharge all of the indebtedness recited 
above (the "Debt"); and

	WHEREAS, the Company has a sufficient number of authorized shares, 
and the Board of Directors has the authority to amend the Articles of 
Incorporation to establish the terms of the Class A Preferred Stock and 
Class B Preferred Stock and to issue the Shares to A&D, and the Company 
desires to do so in exchange for $2,400,000 in cash to be used for 
retirement of the Debt;

	NOW, THEREFORE, in consideration of the foregoing and the mutual 
promises contained herein, the receipt and sufficiency of which is hereby 
acknowledged, the parties agree as follows:

	1.	Issuance of Shares.  The Company hereby issues, conveys, 
and transfers  to Purchaser and Purchaser hereby purchase from Seller the 
number of Shares set forth below.

		Class A Preferred Stock	12,000
		Class B Preferred Stock	  6,000

		The terms of the Class A and Class B Preferred Stock shall be 
as set forth on Exhibits A and B hereto

	2.	Purchase Price.  The total price to be paid by Purchaser to 
Seller for the Shares shall be $2,400,000 (the "Purchase Price"), which 
shall be paid by Purchaser in cash on the date hereof and allocated to the 
Shares as set forth below.

		Class A Preferred Stock		$1,200,000
		Class B Preferred Stock		$1,200,000

	3.	Use of Purchase Price.  Each of the parties hereto agrees 
that the Purchase Price shall be used to retire the Debt inclusive of 
expenses related to retirement of debt and for no other purpose.

	4.	Release of Security Interest; Termination of Credit 
Agreement.  Upon the Company repaying the Debt, (1) A&D shall release its 
security interest in the Company's assets; (2) A&D shall release the 
Company and its directors and officers from any and all claims relating to 
the Debt and all accrued or unpaid interest due their on; and (3) the 
Credit Agreement between the Company and A&D dated December 7, 1992 shall 
be terminated and discharged.

	5.	Representations and Warranties of A&D.  A&D represents 
and warrants to the Company as of the date hereof, which representations 
and warranties the Company is relying upon, and which shall survive the 
date of this Agreement:

		a.	A&D is acquiring the Shares solely for its own account, 
solely for investment and not with a view to or for resale, distribution or 
other disposition.  A&D has no present plans to enter into any contract, 
undertaking, agreement or arrangement for any such resale, distribution or 
other disposition.

		b.	The undersigned has knowledge and experience in financial 
and business matters and is capable of evaluating its investment in the 
Shares.

		c.	The undersigned understands that the Shares have not been 
registered under the Securities Act of 1933, as amended (the "Act"), or 
under any applicable state securities laws, and therefore, the Shares may 
not be transferred unless registered under the Act or under any applicable 
state securities laws unless in the opinion of counsel to the Company an 
exemption from such registration is available.  The undersigned agrees that 
the certificate for shares will contain such legends as the Company deems 
proper and the Company may enforce such restrictions by issuing a stop-
transfer order.

		d.	The undersigned understands that no state or Federal 
governmental authority has made any finding or determination relating to 
the fairness for investment of the Shares and that no state or Federal 
governmental authority has recommended or endorsed or will recommend or 
endorse the Shares for investment.

		e.	The undersigned acknowledges that it has been provided 
access to Company records and has had the opportunity to ask questions of 
representatives of the Company relative to this sale in particular and the 
Company in general, and that the Company has responded to such questions to 
its satisfaction.

	6.	Conditions.  This Agreement will be subject to (1) the 
issuance of a "Fairness Opinion" on the terms of this sale, which may be 
waived by the parties hereto; (2) the approval by the Board of Directors of 
the Company and A&D; and (3) the Board of Directors of the Company amending 
its Articles of Incorporation to establish the terms of the Shares.

	7.	Further Assurances.  Each of the parties hereto agrees to 
execute and deliver all additional instruments and other documents, and to 
take all such further action, as shall be reasonably necessary to implement 
the provisions of this Subscription Agreement.

	8.	Governing Law.  This Subscription Agreement shall be 
governed by and construed in accordance with the laws of the State of Ohio.

	IN WITNESS WHEREOF, the parties have executed this Subscription 
Agreement as of the date set forth above.

						COMPANY:
						ZONIC CORPORATION

						By:     /s/ James B. Webb
              -----------------
						Title:  President and Chief Executive Officer

						A&D
						A&D Company, Limited,

						By:     /s/ Hikaru Furukawa
              ----------------------
						Title:  President