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 September 30, 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            Six Months Ended
                                   
                               9/30/97     9/30/96     9/30/97     9/30/96
                               =======     =======     =======     =======
Products and services 
  revenues                   $ 479,033  $1,445,262  $  820,795  $ 2,190,274 
                                   
Cost of products and 
  services sold                172,592     591,964     314,746      938,692 
Selling and administrative 
  expenses                     308,893     416,697     582,595      725,267 
Research and development
  expenses and software 
  construction and product 
  enhancement amortization      96,210     205,647     198,757      402,291 
                              --------  ----------   ---------   ----------
                               577,695   1,214,308   1,096,098    2,066,250 

Operating profits (loss)       (98,662)    230,954    (275,303)     124,024

Interest expense, net          (48,524)   (129,188)    (91,320)    (230,933)
Foreign currency gain (loss)         -      21,776        (583)      38,461 
                              ---------   --------   ----------   ----------
Income (loss) before taxes    (147,186)    123,542    (367,206)     (68,448)

Provision for income taxes           -           -           -            - 
                              ---------   --------   ----------   ----------
Net income (loss)            $(147,186)   $123,542   $(367,206)   $ (68,448)
                             ==========   ========   ==========   =========
Net income (loss) per share      (0.05)       0.04       (0.12)       (0.02)
                             ==========   ========   ==========   =========
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.


                                         BALANCE SHEETS     
                                   As of September 30, 1997 & March 31, 1997 

                                                    (unaudited)          
                                                      Sept. 30     March 31
ASSETS                                                    1997         1997
                                                   ===========  ===========
Current Assets               
  Cash                                             $    29,849  $   259,494 
  Receivables               
    Trade                                               36,032      266,538 
    Related parties                                     57,418       38,873 
    Unbilled contracts                                  14,986       14,986 
                                                   -----------  -----------
  Total receivables                                    108,436      320,397 
  Notes Receivable, shareholder                                   1,470,000 
  Inventories
    Finished products                                  305,567      278,412 
    Work in process                                     52,451       68,582 
    Raw material                                        80,722       72,872 
                                                   -----------  -----------
  Total inventories                                    438,740      419,866 
  Prepaid expenses                                      27,267        4,238
                                                   -----------  -----------
    Total Current Assets                               604,292    2,473,995
                
Property and Equipment-at Cost                
  Furniture and office equipment                       432,121      430,297 
  Machinery and plant equipment                        787,538      783,137 
  Software construction and product enhancement      4,844,725    4,802,522
                                                   -----------  -----------
                                                     6,064,384    6,015,956
  Less accumulated depreciation and amortization     5,883,342    5,802,467
                                                   -----------  -----------
                                                       181,042      213,489
                                                   -----------  -----------
         Total Assets                              $   785,334  $ 2,687,484
                                                   ===========  ===========


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

                                         BALANCE SHEETS     
                                   As of September 30, 1997 & March 31, 1997

                                                    (unaudited)          
LIABILITIES                                           Sept. 30     March 31
                                                          1997         1997
                                                   ===========  ===========
Current Liabilities               
  Short-term notes payable and current maturities
       of long-term debt                           $ 1,510,822  $ 2,841,176 
  Accounts payable - trade                             785,064      718,775 
  Accounts payable - related parties                     7,876        3,738 
  Deferred income                                      285,161      353,572 
  Accrued liabilities
    Salaries and wages                                 134,319      126,007 
    Commissions                                        121,547      108,363 
    Property and payroll taxes                          82,391       78,196 
    Interest                                            48,110       76,536 
    Provision for closing of affiliated company         52,808       84,150 
    Other                                               40,669       42,337 
                                                   -----------  -----------
      Total Accrued Liabilities                        479,844      515,589 
                                                   -----------  -----------
      Total Current Liabilities                      3,068,767    4,432,850 

Long-Term Obligations, Less Current Maturities         887,601      987,425 

Deferred rent                                          160,033      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                               (9,120,622)  (8,753,416)
                                                   -----------  -----------
       Total Shareholders' Deficit                  (3,331,067)  (2,963,861)
                                                   -----------  -----------
       Total Liabilities and Shareholders' Deficit $   785,334  $ 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 six months ended September 30, 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                -           -     (367,206)     (367,206)
                             -------  ----------  ------------  ------------
                                   
Balance, September 30, 1997  $61,674  $5,727,881  $(9,120,622)  $(3,331,067)
                             =======  ==========  ============  ============


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

Item 1 - Financial Statements
     (continued)
                                              STATEMENTS OF CASH FLOWS
                                      For the six months ended September 30,

                                                        (unaudited)
                                                           1997        1996
                                                      ===========  =========
Cash used by operations
  Net loss for period                                $ (367,206)  $ (68,448)
  Adjustments to reconcile net loss 
               to cash from operations
    Depreciation and amortization                        10,875      21,338 
    Amortization of software construction
               and product enhancements                  70,000     402,291 
    Amortization of note receivable from shareholder    (30,000)          - 
    Provision for obsolete inventory                     18,000      18,000 
    Amortization of deferred income                     (90,694)   (148,751)
    Foreign currency loss (gain) and other                  583     (38,490)

  Increase (decrease) in cash  due to changes in
    Accounts receivable                                 197,524     275,680 
    Inventories                                         (36,873)   (156,001)
    Prepaid expenses                                    (23,029)    (24,668)
    Accounts payable                                     84,280      32,687 
    Accrued liabilities                                 (35,745)     51,120 
    Deferred rent                                       (71,037)    (30,650)
    Deferred income                                      22,283    (454,026)
                                                       ---------   ---------
      Net cash used by operations                      (251,039)   (119,918)

Cash used in investment activities
    Purchase of equipment                                (6,225)    (16,766)
    Increase in software construction and 
               product enhancements                     (42,203)   (148,498)
                                                       ---------   ---------
      Net cash used in investment activities            (48,428)   (165,264)

Cash provided by financing activities
    Additions to debt obligations                        75,000     350,000 
    Payments on debt obligations                         (5,178)     (6,316)
                                                       ---------   ---------
      Net cash provided by financing activities          69,822     343,684 

Increase (decrease) in cash                            (229,645)     58,502 
Cash - beginning of period                              259,494      28,951 
                                                     -----------  ---------
Cash - end of period                                 $   29,849   $  87,453 
                                                     ==========   =========

Interest paid during period, net of capitalization   $   59,382   $ 168,618 
                                                     ==========   =========


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


Item 1 - Financial Statements
         (continued)

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 September 30, 1997 and the results of operations for 
the three and six month periods ended September 30, 1997 and 1996 and its 
cash flows for the six-month periods ended September 30, 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.

Expenses totaling $69,547 related to research and product development which 
were reported as selling and administrative expenses have been reclassified 
as research and development expenses for the three month period ended June 
30, 1997.  This reclassification has no effect on the statement of 
operations for the three month period ended September 30, 1997, but the 
effect is included on the statement of operations for the six month period 
ended September 30, 1997.  No prior year reclassifications were necessary to 
conform to current year presentations.  This reclassification had no effect 
on operating profits or net income for any period.


2. Affiliate Company
  
The Company along with A&D Company Ltd. (A&D) has 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 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 periods ended September 30, 1996 was $770,501.  Similar sales 
for the six month periods then ended were $1,069,288.  Zonic A&D Company 
recorded a profit of $26,081 for the three months ended September 30, 1996 
and a profit of $8,611 for the six 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 these losses. 



3.  Earnings Per Share

The Company is required to implement Statement of Financial Accounting 
Standards (SFAS) No. 128, "Earnings Per Share," which was issued on February 
1997, in the third quarter of fiscal 1998.  The effect of implementing this 
new accounting standard on reported earnings is not expected to be material.


4.  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.


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 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 $966,229 or 67% for the three 
months ended September 30, 1997, when compared to the same period of the 
prior year.  For the six months ended September 30, 1997, revenue decreased 
by $1,369,479, or 63% 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 was completed in December, 1996.  The decrease in 
7000 Series revenue was attributable to significantly less orders resulting 
from the Company's sale of its Zeta technology and software to A&D and its 
focus on manufacturing applications of Company products primarily in the 
areas of machine condition monitoring and product process monitoring.

Revenue from the Medallion product line increased $246,282 and $334,052, 
respectively, for the three and six months ended September 30, 1997 when 
compared to the same periods of the prior year.

Order backlog amounted to $362,000 at September 30, 1997 compared with 
$711,000 at September 30, 1996.  This decrease was due mainly to the large 
MMS order received last year and the decline in 7000 Series orders. 


Costs of products and services sold were 36% and 38% respectively of 
products and services revenues for the three and six months ended September 
30, 1997 versus 41% and 43% respectively for the prior year.  The decrease 
in costs is the result of higher profit margins on the sale of Medallion 
products. 


Selling and administrative expenses decreased by 26% and 20% 
respectively for the three and six month periods ended September 30, 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.  However, selling and administrative expenses were 64% and 71%, 
respectively, of products and services revenues for the current three and 
six month periods versus 29% and 33%, respectively, for the same periods of 
the prior year.  The increased percentage was due mainly to substantially 
lower revenues and higher advertising and sales promotion costs.


Research and development expenses and software construction and product 
enhancement amortization was $96,210 and $198,757, respectively, for the 
three and six months ended September 30, 1997 versus $205,647 and $402,291, 
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 writedown of software construction and 
product enhancement costs in December, 1996.  This reduction has been 
partially offset by an increase in amortization expense related to Medallion 
products,  and research and development expenses of $59,210 and $128,757 for 
the three and six months ended September 30, 1997, respectively.  There was 
no research and development expense for the three and six month periods for 
the prior year.  See Software Construction and Product Development under 
Liquidity and Capital Resources.


Interest expense for the three months ended September 30, 1997 decreased 
to $48,524 versus $129,188 for the same period of the prior year.  For the 
six months ended September 30, 1997 interest expense decreased to $91,320 
from $230,933 for the same period of the prior year.  This decrease was due 
primarily to reduced borrowing levels during the current year resulting from 
the use of proceeds from the sale of Zeta Technology and software in fiscal 
1997, versus the levels of borrowing during the same period of the prior 
year. (See Liquidity and Capital Resources).  


Foreign currency loss was $583 for the six months ended September 30, 
1997 versus currency gains of $21,776 and $38,461, respectively, for the 
three and six month periods of the prior year.  There was no foreign 
currency gain or loss during the current three month period.  Currency gain 
and loss is due to the increase and decrease, respectively, in the value of 
the dollar against the Japanese yen.
Liquidity & Capital Resources
-----------------------------

Software Construction and Product Development

The Company's total unamortized software construction and product 
enhancement costs at September 30, 1997 and March 31, 1997 were $108,568 and 
$136,364 respectively.  Cash outlays for software construction and product 
enhancement projects were $42,203 for the six months ended September 30, 
1997 compared to $148,498 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 $2,464,475 at September 30, 1997 resulting in a 
decrease in the current ratio from .56 to .20.  The decline was due to 
significant reductions in cash and accounts receivable.

The Company's cash flows from operations amounted to a negative $251,039 for 
the six months ended September 30, 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.  The remaining funds were from the sale of rights to receive 
royalty payments to a related party.  This loan which matures on August 30, 
1999 is secured by the assets of the Company and requires a monthly 
principal payment of $3,150 and interest computed at the prime rate plus 2%.

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, make 
payments on its debt obligations, 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.  Subsequent to September 30, 
1997, A&D has made additional loans to the Company totaling $57,382 to pay 
current maturities of long-term debt.  No repayment date for these loans 
have been set at this time.

Part II - Other Information

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
   -------------------------------------------
        James B. Webb
        President and Chief Executive Officer



By:   / s / John H. Reifschneider
   -------------------------------------------
         John H. Reifschneider
         Controller


Dated:  November 13, 1997