UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC   20549
                              FORM 10-QSB

(Mark One)

[x] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the Quarterly Period Ended  March 31, 1999
                                ------------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from ______________ to ______________

    Commission file number        010690
                             ____________________


                           Science Dynamics Corporation
     -------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

                                   Delaware                       
        ------------------------------------------------------------
       (State or other jurisdiction of incorporation or organization)

                                  22-2011859
                      -------------------------------
                     (IRS Employer Identification No.)


          1919 Springdale Road, Cherry Hill, New Jersey   08003
          -----------------------------------------------------
                (Address of principal executive offices)

                      (    609     )     424-0068
          -----------------------------------------------------
                       (Issuer's telephone number)

                                    N/A
      ---------------------------------------------------------------
     (Former name, former address, and former fiscal year, if changed
     since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    Yes [x]     No [ ]


            APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
               PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.   Yes [ ]      No [ ]

                  APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:


         03/31/99    16,323,478 shares of common stock were outstanding.

<PAGE>

           S C I E N C E   D Y N A M I C S   C O R P O R A T I O N

                                   INDEX
                                   -----
                                                                      PAGE NO.
                                                                      --------
PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Consolidated Balance Sheets as of March 31, 1999        1
                 (unaudited) and December 31, 1998 (audited)             
         
                 Consolidated Statements of Operations for three months  2
                 ended March 31, 1999 (unaudited) and three months
                 ended March 31, 1998 (unaudited)                             

                 Consolidated Statements of Cash Flows for three months  3
                 ended March 31, 1999 (unaudited) and three months
                 ended March 31, 1998 (unaudited)                             

                 Consolidated Statements of Shareholders' Equity for     4
                 the year ended December 31, 1998 (audited) and the
                 three months ending March 31, 1999 (unaudited)    

                 Notes to Consolidated Financial Statements              5   


         Item 2. Management's Discussion and Analysis of Financial 
                 Condition and Results of Operations                     5 - 9


PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                       10

         Item 2. Changes in Securities                                   10

         Item 3. Defaults upon Senior Securities                         10

         Item 4. Submission of Matters to Vote of Security Holders       10

         Item 5. Other Information                                       10

         Item 6. Exhibits and Reports                                    10

         Item 7. Signatures                                              11

<PAGE>
<TABLE>
                 SCIENCE DYNAMICS CORPORATION AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS

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

                                    ASSETS
                                                                           March 31,      December 31,
                                                                              1999            1998
                                                                            Unaudited        Audited
                                                                           ---------------------------

Current assets:
   Cash and cash equivalents                                               $   59,864      $   32,249
   Accounts receivable - trade                                                578,038         266,403
                       - other                                                185,075         659,900
   Inventories                                                                455,322         478,494
   Other current assets                                                        29,631          46,266
                                                                           ----------      ----------
      Total current assets                                                  1,307,930       1,483,312
                                                                           ----------      ----------

Property and equipment, net                                                   219,250         231,088
Software development costs, net of
  accumulated amortization of $416,987
  in 1999 and $382,239 in 1998                                                104,247         138,996
Deferred income taxes                                                         308,000         308,000
Intangible Assets, net of accumulated
 amortization of $675,000 in 1999 and
 $600,000 in 1998.                                                            825,000         900,000
Other assets                                                                  139,507          41,418
                                                                           ----------      ----------
  Total assets                                                             $2,903,934      $3,102,814
                                                                           ==========      ==========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Loan payable                                                            $  253,801      $  100,000
   Accounts payable                                                           485,946         638,493
   Accrued expenses, principally
      payroll related                                                          94,162         181,492
                                                                           ----------      ----------
      Total current liabilities                                               833,909         919,985
                                                                           ----------      ----------

Commitments

Shareholders' equity -
   Common stock - .01 par value,
      45,000,000 shares authorized,
      16,323,478 and 15,861,449 issued
      16,197,678 and 15,735,649 outstanding
      in 1999 and 1998 respectively.                                          163,235         158,614
   Additional paid-in capital                                              10,974,808      10,729,429
  (Deficit)                                                                (8,670,185)     (8,307,381)
                                                                           ----------      ----------
                                                                            2,467,858       2,580,662
   Common stock held in treasury,
    at cost                                                                  (397,833)       (397,833)
                                                                           ----------      ----------
      Total shareholders' equity                                            2,070,025       2,182,829
                                                                           ----------      ----------
      Total liabilities and shareholders' equity                           $2,903,934      $3,102,814
                                                                            =========       =========

-1-
<PAGE>

</TABLE>
<TABLE>
                 SCIENCE DYNAMICS CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS
              for the Three Months Ended March 31, 1999 and 1998
                                 (UNAUDITED)
                                  ---------

PART I.   FINANCIAL INFORMATION
          Item 1. Financial Statements(Continued):
<CAPTION>
                                                               1999             1998  
                                                               ----             ----
 <S>                                                       <C>             <C>
 NET SALES                                                  $ 767,859       $1,572,707
                                                            ---------       ----------

Operating costs and expenses:

   Cost of sales                                              248,399          602,342
   Research and development                                   317,599          288,062
   Selling, general
     and administrative                                       561,574          607,757
                                                            ---------       ----------

                                                            1,127,572        1,498,161
                                                            ---------       ----------

Operating (loss)                                             (359,713)          74,546

Other income (expenses):

   Interest expense                                            (3,091)               -  
                                                            ---------       ----------



Net Income (Loss)                                           $(362,804)      $   74,546
                                                            =========       ==========


Net Income (Loss) per common share                                
 Basic And Diluted                                          $   (0.02)      $     0.01
                                                            =========       ==========



</TABLE>
-2-
<PAGE>
<TABLE>
                          SCIENCE DYNAMICS CORPORATION AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                      for the Three Months Ended March 31, 1999 and 1998
                                         (UNAUDITED)
                                          ---------
<CAPTION>
PART I.   FINANCIAL INFORMATION
          Item 1. Financial Statements(Continued):


                                                                       1999               1998
                                                                       ----               ----       
<S>                                                                <C>               <C>
Cash flows from operating
   activities:
  Net (loss)                                                        $(362,804)         $ 74,546
                                                                    ---------          --------

Adjustments to reconcile net (loss) to net cash
   provided by (used for) operating activities:
   Depreciation                                                        21,984            15,097
   Amortization of  capitalized software                               34,749            26,062
   Amortization of Intangible assets                                   75,000            75,000

Changes in operating assets and liabilities:
   (Increase) decrease in:
    Accounts receivable                                              (311,635)         (218,774)
    Other receivable                                                  474,825                 -
    Inventories                                                        23,172           (28,776)
    Other current assets                                               16,635             5,104
    Other assets                                                      (98,089)           (5,197)
   Increase (decrease) in:
     Accounts payable and accrued expenses                           (239,877)          129,158
                                                                    ---------          --------


Total adjustments                                                      (3,236)           (2,326)
                                                                    ---------          --------

 Net cash provided by  (used for)
   operating activities                                              (366,040)           72,220
                                                                    ---------          --------

Cash flows from investing  activities:
   Purchase of property and
      equipment - net                                                 (10,146)          (43,477)
                                                                    ---------          --------
   Net cash (used) in
      investing activities                                            (10,146)          (43,477)
                                                                    ---------          --------

Cash flows from financing activities:
   Increase (decrease) in Loan Payable                                 153,801
   Issuance of Common Stock                                            250,000                 -
                                                                     ---------          --------

   Net cash (used in) provided
      by financing activities                                          403,801                 -
                                                                     ---------          --------

Net increase (decrease) in
  cash and cash equivalents                                             27,615            28,743

Cash and cash equivalents -
  beginning of period                                                   32,249            21,181
                                                                     ---------          --------

Cash and cash equivalents -
  end of period                                                      $  59,864          $ 49,924
                                                                     =========          ========

</TABLE>

-3-
<PAGE>
<TABLE>
                                      SCIENCE DYNAMICS CORPORATION AND SUBSIDIARY
                               CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                        FOR THE YEAR ENDED DECEMBER 31, 1998 AND
                                            THREE MONTHS ENDED MARCH 31, 1999
<CAPTION>
PART I.   FINANCIAL INFORMATION
          Item 1. Financial Statements(Continued):

                                          Common Stock           Additional                         Treasury 
                                          ------------            Paid-In                           --------
                                      Shares         Amount       Capital       (Deficit)      Shares      Amount
                                      ------         ------       -------       ---------      ------      ------
<S>                                 <C>          <C>           <C>          <C>              <C>          <C>      


Balance
 December 31, 1997                  14,661,449      $146,614    $10,166,429     $(7,271,075)    125,800    $397,833
                                    ----------      --------    -----------     -----------     -------    --------

Issuance of common stock
 net of related expenses             1,200,000        12,000        563,000               -           -         -

Net loss                                     -             -              -      (1,036,306)          -         -
                                    ----------      --------    -----------     -----------     -------    --------

Balance
 December 31, 1998                  15,861,449       158,614     10,729,429      (8,307,381)    125,800     397,833
                                    ==========      ========    ===========     ===========     =======    ========

Issuance of common stock
 net of related expenses               462,029         4,621        245,379               -           -         -

Net loss                                     -             -              -        (362,804)          -         -
                                    ----------      --------    -----------     -----------     -------    --------


Balance
 March 31, 1999                     16,323,478      $163,235    $10,974,808     $(8,670,185)    125,800    $397,833
                                    ==========      ========    ===========     ===========     =======    ========

</TABLE>
-4-
<PAGE>

               SCIENCE DYNAMICS CORPORATION AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (unaudited)
PART I
Item 1. (continued)

        Basis of Presentation
        ---------------------

        The unaudited financial statements included in the Form 10-QSB have 
        been prepared in accordance with generally accepted accounting
        principles for interim financial information and with the 
        instructions to Form 10-QSB and Item 310(b) of Regulation SB.  The
        financial information furnished herein reflects all adjustments, 
        which in the opinion of management are necessary for a fair 
        presentation of the Company's financial position, the results of 
        operations and the cash flows for the periods presented.

        Certain information and footnote disclosures, normally included in 
        financial statements prepared in accordance with generally accepted 
        accounting principles, have been condensed, or omitted, pursuant to 
        such rules and regulations. 

        These interim statements should be read in conjunction with the 
        audited financial statements and notes thereto included in the 
        Company's Annual Report on Form 10-KSB for the fiscal year ended 
        December 31, 1998.  The Company presumes that users of the interim
        financial information herein have read or have access to the audited 
        financial statements for the preceding fiscal year and that 
        the adequacy of additional disclosure needed for a fair presentation
        may be determined in that context.  The results of operations for 
        any interim period are not necessarily indicative of the results for
        the full year. 

        Income per share 
        ----------------

        Per-share data has been computed on the basis of the weighted average 
        number of shares of common stock outstanding during the periods.
        Shares issuable upon exercise of common stock options and warrants 
        are not included for the periods presented, as they would be 
        anti-dilutive.


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND 
        RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999. 
	
	Business Overview
        -----------------
		
        Science Dynamics Corporation designs, develops and markets a variety 
        of Telecommunication products and applications, including intelligent 
        call processing platforms which provide telecommunications service 
        capabilities to both the IP and public switched telephone network.  

-5-
<PAGE>       
        These platforms are sophisticated software based systems that satisfy
        a wide range of computer telephony integration applications. The 
        Company's development is driven by user needs for cost effective, 
        easy to use multiservice products that provide an array of
        telecommunications solutions and services to the customers.  These 
        opportunities are primarily in the areas of Voice over Internet 
        Protocol, Inmate Systems, Video over Frame Relay, Voice Announcements,
        Interactive Communications, Intelligent Network Control and 
        Administration.  The Company's strategy is to deliver quality software
        products and services that empower its customers to improve their 
        applications and deploy quality services worldwide.  

        IntegratorC-2000 IP Telephony products
        --------------------------------------
 
        During the first quarter, the Company concentrated its activities on
        research and development for the GateKeeper product.  There was
        continual development on the Gateway products, adding the latest
        billing system components, working towards interoperability testing
        and creating an even more stable product.

        In March, One Stop Communication signed an agreement in principle 
        with the Company and, subsequent to the quarter ending, finalized a
        contract for more than 50,000 lines of gateway equipment contingent
        upon customer approval of an initial installation scheduled for the
        latter part of May.  As part of the roll out strategy for its Voice 
        over IP Telephony System, the Company has been conducting sales
        presentations to prospective customers worldwide.

        VFX Product
        -----------

        During the first quarter, The World Bank, the largest provider of 
        development assistance to the international community, has chosen 
        Science Dynamics' VFX-250S Frame Relay Access Device to seamlessly
        integrate Videoconferencing to its remote sites over an existing 
        Frame Relay infrastructure.  The Company believes the World Bank 
        acceptance has enhanced the Company's recognition within the
        industry and aided in positioning the Company within both Cisco and
        PictureTel, the industry leaders in the Frame Relay and
        VideoConferencing markets, respectively.

        The Company also released and shipped the first VFX-240S products, a
        reduced capability version of the VFX-250S.  A new release of the 
        VFX-250S product (version 2.2) has passed beta testing and will be 
        ready for final release. Version 2.2 includes several new features 
        and will be offered as an upgrade to all 2.1 users.  The Company 
        also adopted a new 'soft' approach to all the documentation supplied
        with the VFX products, shipping a single CD, which includes marketing
        material, manuals, software and help capability.

        CIMS 
        ----

        The Company installed its new CIMS II WindowsNT software system at 
        Rocky Mount, NC and Leesburg, FL network operation centers, with the 
        Carlisle, PA Northeast operations center to follow.  The CIMS
        Centralized Intercept Message System provides the automatic data base
        broadband administrative capabilities for Telco's change number 
        databases for directory assistance and telephone directory updates.
-6-
<PAGE>
        COMMANDER
        ---------

        The Commander II Version 2.0 WindowsNT software module was installed
        in a Bell Advanced Technology Laboratory for acceptance testing and
        approval.  In addition to implementing a new Commander I & II annual
        software licensing program, contract negotiations were commenced for
        Commander pricing, support services and annual software licensing
        programs. The Company initiated the conversions of currently installed
        CCTD and Commander Plus systems (Phase I) to the Year 2000 compliant
        Commander II WindowsNT Inmate Phone Control System (IPCS). 

        A performance trial 3-Way Call Detection system was  installed at a
        major prison facility in Oklahoma.  The Company's new NetLynks 
        centralized management system for telephone call LIDB Line 
        Identification Data Base verification and billing, and a new 
        Commander call transaction pricing program based on monthly inmate 
        completed telephone call activity have both been established as
        marketing offerings.

        The Company completed the acquisition of the "Error Detection and 
        Correction System for Use with Address Translation Memory Controller" 
        patent, in exchange for 172,029 shares of common stock to GORCA Memory
        systems, Inc., et. al.  This conveyance provides the Company with the
        ability to embed in certain technology an error correction method that
        should substantially reduce data transmission errors.  This correction
        device is designed to reduce costly retransmission and can be utilized
        across various data transport mediums.


        Year 2000 Technology
        --------------------

        The Company continues to investigate the Year 2000 issue to ensure 
        its operations and systems will not be adversely impacted by the 
        inability of the Company's systems to process data having dates that
        could be affected by the Year 2000 issue.
 
        There are only six major suppliers of products incorporated into the 
        Company's final system.  Each of those suppliers has attested that 
        the components are Y2K compliant.  With those sub-systems installed 
        in the Company's newest system, compliance testing following the 
        defined test plan is progressing with competition scheduled for 
        June 1999.

        There are twenty-two support facilities such as telephone, utilities,
        banks, etc., nine have attested to be compliant with the remaining 
        thirteen in testing to prove compliance or correct.  If any company 
        should fail to attest compliance, that supplier will be replaced, 
        if practical.


        Results of Operations
        ---------------------		

        The following table summarizes the basic results of operations for 
        the periods indicated in the Consolidated Statement of Operations.
-7-
<PAGE>
        Three Months ended March 31, 1999 compared to the Three Months ended
        March 31,1998 (unaudited). 

                                                    Nine Months Ended 
                                                         March 31,
                                                   1999            1998
                                                   ----            ----
         Sales                               $  767,859      $1,572,707  
         Net Income (Loss)                     (362,804)         74,546
         Net Income (Loss) Per Share             $(0.02)         $ 0.01 


                                   OPERATING EXPENSES       PERCENT OF SALES
                                   ------------------       ----------------
                                     1999        1998         1999      1998
                                     ----        ----         ----      ----

Cost of Goods Sold             $  248,399  $  602,342         32.4%    38.3%

Research & Development            317,599     288,062         41.4%    18.3%

Sales, General & Admin            561,574     607,757         73.1%    38.6%

Total Operating Costs
and Expenses                   $1,127,572  $1,498,161        146.9%    95.2%

        Sales for the three-month period of 1999 were $767,859 compared to 
        $1,572,707 in the corresponding period in 1998. The Commander Inmate 
        Product was the major contributor to the sales results in the three 
        months ending 1999 and 1998. The sales of the VFX-250 have been lower 
        than originally projected due to the lack of market awareness and
        acceptance of the product.  The selection of the VFX-250S by the 
        World Bank Group is expected to provide both credibility to product 
        functionality and to market exposure to exchange sales of this 
        product. 

        The Company's results of operations have and may continue to be 
        subject to significant quarterly variation. The results for a 
        particular quarter may vary due to a number of factors, including the 
        development status and demand for the Company's products, economic 
        conditions in the Company's markets, the timing of orders, the timing
        of expenditures in anticipation of future sales, the mix of products
        sold by the Company, the introduction of new products and product 
        enhancements by the Company or its competitors pricing and other 
        competitive conditions.

        Cost of Goods sold decreased to $248,399 in the first three months 
        of 1999 from $602,342 in the corresponding three-month period of 1998.
        The decrease in the cost of goods sold is attributable to the lower 
        level of sales achieved in the quarter ended 1999.

        Research & Development expenses increased to $317,599 in the first 
        three months of 1999 as compared to $288,062 in the comparable
        three-month period of 1998.  The increased costs are attributable to 
        the use of contract engineering to augment the engineering group. 
-8-
<PAGE>
        The Company's ability to accomplish it's future growth strategy 
        effectively will require it to invest significant resources to 
        attract, train, motivate and manage its employees successfully as 
        market acceptance of the new product offerings comes to fruition.

        Sales, General & Administrative expenses decreased to $561,574 in 
        the first three months of 1999, compared to $607,757 in the 
        corresponding period of 1998.  The decrease is related to the 
        reduction of overhead resulting from sub leasing approximately half 
        of the facility. 

        Interest expenses were incurred as part of the cost of the financing
        agreement with The CIT Group/Commercial Services.  The agreement, 
        for a revolving credit facility has provided a solution to cash flow 
        situations that occur due to the fluctuations in sales revenue.


        LIQUIDITY AND CAPITAL RESOURCES:
        -------------------------------

        Cash and cash equivalents increased to $59,864 for the period ended
        March 31, 1999 from $32,249 at December 31, 1998.  The current ratio 
        is 1.6 to 1 for the period ended March 31, 1999 same as 
        December 31, 1998.

        Cash used for operations during the three-month period ended 
        March 31, 1999 was $366,040 compared to $72,220 provided by operating
        activities in the corresponding period of 1998.  The change was 
        primarily attributable to the collections of other receivables
        resulting in a decrease in accounts payable and accrued expenses
        offset by the increase in accounts receivable. 

        Cash used for investing activities for the three months ended 
        March 31, 1999 amounted to $10,146 compared to $43,477 in the 
        comparable period of 1997.  The expenditures in both periods were 
        for development applications for product development and enhancement.
        Cash provided by financing activities amounted to $403,801 in the 
        three-month period ended March 31, 1999.  The increase was the funds 
        provided by the issuance of the 250,000 shares of common stock for 
        the private placement.  Another factor was an increase in the loan 
        payable related to the financing arrangement with CIT to assist in
        the management of cash flows as necessary.  

        The Company believes that funds generated by operations, the remaining 
        proceeds from the private equity placement and the additional 
        borrowings that will be available under the credit facility should 
        enable the Company to meet its current working capital needs.
        Management is committed to exploring both product opportunities and 
        strategic alliances to enable sustained growth to promote investor 
        interest and confidence.

        Certain statements contained in the 10QSB concerning the Company's 
        business outlook on future performance and statements concerning
        assumptions made or expectations as to any future events, conditions 
        or other matters are "forward-looking statements" as that term is 
        defined under the Federal Securities Laws.  Forward-looking 
        statements are subject to risks, uncertainties and other factors, 
        which may cause actual results to differ materially from those set 
        forth in this report.  The Company may encounter competitive, 
        technological, financial and business challenges making it more 
        difficult to market its products and services, the impact of which 
        may in turn affect the Company's results of operations and financial 
        position. 

-9-
<PAGE>

PART II.OTHER INFORMATION

SCIENCE DYNAMICS CORPORATION AND SUBSIDIARIES
---------------------------------------------

Item 1. Legal Proceedings

        No material developments. 

Item 2. Changes in Securities

        None.

Item 3. Defaults Upon Senior Securities

        There has been no default of any nature upon any form neither of 
        senior security nor in payment of interest or sinking or purchase 
        fund installment with respect to any indebtedness of the registrant,
        nor any other form of default upon any financial obligation. 

Item 4. Submission of Matters to a Vote of Security Holders

        None. 

Item 5. Other Information

        None. 

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

        (b) Reports on Form 8-K
            Filed January 29, 1999 concerning the private offering of
            the Company's common stock.

-10-
<PAGE>

Item 7. Signatures 

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
        Exchange Act of 1934, registrant has duly caused this report to be 
        signed in its behalf by the undersigned thereunto duly authorized. 


      Signature                Title                        Date
      ---------                -----                        ----

By:   /s/ Alan C. Bashforth    CEO, President, Director     May 17, 1999
      ---------------------    
      Alan C. Bashforth  


By:   /s/ Joy C. Hartman       Exec. Vice President, CFO,   May 17, 1999
      ---------------------    Treasurer, Secretary and
      Joy C. Hartman           Director

-11-