FORM 10-Q


                         SECURITIES AND EXCHANGE COMMISSION


                              Washington, D.C.  20549


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


For the Quarter Ended  September 30, 1996      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
                                     _________






                                     <page 1>

Part I - Financial Information
Item 1 - Financial Statements

                               Statement of Operations
                                     (unaudited)

                                  Three Months Ended        Six Months Ended
                                  9-30-96     9-30-95      9-30-96     9-30-95
                               __________  __________   __________  __________

Products and service revenues  $1,445,262  $1,000,906   $2,190,274  $2,253,368 

Cost of products and 
     services sold                591,964     501,536      938,692   1,173,714 
Selling and administrative 
     expenses                     416,697     431,859      725,267     867,733 
Research and development 
     expenses and software
     construction and product 
     enhancement amortization     205,647     163,435      402,291     394,213 
                                _________   _________    _________   _________

                               $1,214,308  $1,096,830   $2,066,250  $2,435,660 

Operating profits (loss)          230,954     (95,924)     124,024    (182,292)

Interest expense, net            (129,188)   (126,710)    (230,933)   (281,123)
Foreign currency gain              21,776     142,300       38,461     110,935 
Gain on sale of asset                   -           -            -   1,417,027 
                                _________   _________    _________   _________

Income (loss) before taxes 
     and extraordinary item       123,542     (80,334)     (68,448)  1,064,547 
Extraordinary item-
     gain from debt restructuring, 
     net of taxes                       -           -            -     397,275 
                                _________   _________    _________   _________

Net profit (loss)                $123,542   $ (80,334)   $ (68,448) $1,461,822 
                                 ========   =========    =========   =========
Income (loss) before 
     extraordinary item          $   0.04   $   (0.03)   $   (0.02) $     0.34 
Extraordinary item -
     gain from debt restructuring, 
     net of taxes                       -           -            -        0.13 
                                 ________   _________    __________   ________

Income (loss) per share          $   0.04   $   (0.03)   $   (0.02)  $    0.47 
                                 ========   =========    =========   =========

Weighted average 
     shares outstanding         3,044,136   3,094,136     3,044,136  3,094,136 



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


                                  <page 2>

Part I - Financial Information (continued)
Item 1 - Financial Statements  (continued)

                                   BALANCE SHEETS
                   As of September 30, 1996 & March 31, 1996
                                    (unaudited)

                                                        Sept.-30      March-31
ASSETS                                                      1996          1996
                                                       =========     =========
Current Assets
     Cash                                                $87,453       $28,951
     Receivables
          Trade                                          106,322       642,311
          Related parties                                297,921       334,781
          Unbilled contracts                             280,178        56,788
                                                       _________     _________
     Total receivables                                   684,421     1,033,880
     Inventories 
          Finished products                              237,975       296,762
          Work in process                                259,412       102,418
          Raw material                                   349,531       309,737
                                                       _________     _________
     Total inventories                                   846,918       708,917
     Prepaid expenses                                     28,501         3,833
                                                       _________     _________
          Total Current Assets                         1,647,293     1,775,581
 
Property and Equipment-at Cost 
     Furniture and office equipment                      465,421       465,421 
     Machinery and plant equipment                     1,063,346     1,046,580 
     Leasehold improvements
     Software construction and product enhancement     7,378,949     7,260,451 
                                                       _________     _________
                                                       8,907,716     8,772,452 
     Less accumulated depreciation and amortization    7,699,598     7,305,267 
                                                       _________     _________
                                                       1,208,118     1,467,185 

               Total Assets                           $2,855,411    $3,242,766 
                                                      ==========    ==========


















                                    <page 3>

Part I - Financial Information (continued)
Item 1 - Financial Statements  (continued)


BALANCE SHEETS (continued)

As of December 31, 1995 & March 31, 1995

                                                   September-30      March-31
LIABILITIES                                                1996          1996
                                                   ============      ========
Current Liabilities
     Short-term notes payable and current
          maturities of long-term debt               $5,220,000      $806,316 
     Accounts payable - trade                           864,131       844,685 
     Accounts payable - related parties                 512,093       611,823 
     Deferred income                                    190,200       792,977 
     Accrued liabilities
          Salaries and wages                            171,460       142,813 
          Property and payroll taxes                    100,347        86,429 
          Interest, commissions and other               465,567       457,012 
                                                      _________     _________
               Total Accrued Liabilities                737,374       686,254 
                                                      _________     _________
               Total Current Liabilities              7,523,798     3,742,055 

Long-Term Obligations, Less Current Maturities                -     4,070,000 

Deferred rent                                           262,035       292,685 

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                            (10,719,977)  (10,651,529)
                                                    ___________   ___________
           Total Shareholders' Equity                (4,930,422)   (4,861,974)
                                                     __________    __________
Total Liabilities and Shareholders' Equity           $2,855,411    $3,242,766 
                                                     ==========    ========== 
















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

                                  <page 4>


Part I - Financial Information (continued)
Item 1 - Financial Statements (continued)


                STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                For the six months ended September 30, 1996
                                  (unaudited)

                                     Additional
                          Common     Contributed   Accumulated
                          Shares       Capital       Deficit         Total
                          ======     ===========  =============      =====

Balance, March 31, 1996   $61,674    $5,757,881   $(10,651,529)  $(4,861,974)

Net loss for period                                    (68,448)      (68,448)
                          _______    __________   ____________   ___________

Balance, 
September 30, 1996        $61,674    $5,757,881   $(10,719,977)  $(4,930,422)
                          =======    ==========   ============   ===========




































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

                                      <page 5>

Part 1 - Financial Information (continued)
Item 1 - Financial Statements (continued)

                            STATEMENTS OF CASH FLOWS
                     For The Six Months Ended September 30,
                                   (unaudited)

                                                           1996          1995
                                                       ========     =========
Cash provided by operations
    Net profit (loss) for period                       $(68,448)   $1,461,822 
    Adjustments to reconcile net profit (loss) 
            to cash from operations
        Gain from sale of rights to software                  -    (1,417,027)
        Gain from debt restructuring                          -      (397,275)
        Depreciation and amortization                    21,338        32,069 
        Amortization of software construction
             and product enhancements                   402,291       383,058 
        Amortization of stock options                         -        31,572 
        Provision for obsolete inventory                 18,000        18,000 
        Amortization of deferred income                (148,751)     (128,645)
        Foreign currency gain and other                 (38,490)     (110,935)

    Increase (decrease) in cash due to changes in
        Accounts receivable                             275,680       158,187 
        Inventories                                    (156,001)     (142,051)
        Prepaid expenses                                (24,668)      (19,089)
        Accounts payable                                 32,687       149,842 
        Accrued liabilities                              51,120        66,097 
        Accrued rent                                    (30,650)      (30,892)
        Deferred income                                (454,026)      178,167 
                                                       ________       _______
             Net cash provided (used) by operations    (119,918)      232,900 

Cash provided by (used in) investment activities
        Purchase of equipment                           (16,766)            - 
        Increase in software construction and 
             product enhancements                      (148,498)      (80,721)
                                                        ________       _______
             Net cash provided by (used in)
                 investment activities                 (165,264)      (80,721)

Cash provided by (used in) financing activities
        Additions to debt obligations                   350,000             - 
        Payments on debt obligations                     (6,316)       (9,920)
                                                        _______       _______
             Net cash provided by (used in)
                 financing activities                   343,684        (9,920)

Increase in cash                                         58,502       142,259 
Cash - beginning of period                               28,951        27,222 
                                                        _______      ________
Cash - end of period                                    $87,453      $169,481 
                                                        =======      ========

Interest paid during period, net of capitalization     $168,618      $169,315 
                                                       ========      ========


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

                               <page 6>

Part 1 - Financial Information (continued)
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, 1996 and the results of operations for the three and 
six month periods ended September 30, 1996 and 1995 and its cash flows for the 
six-month periods ended September 30, 1996 and 1995.  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, 
1996. 


2. Affiliate Company
  
The Company along with A&D Company Ltd. has formed Zonic A&D Company with each 
owning 50% to market its products. Revenue from sales to Zonic A&D Company by 
the Company  for the three month periods ended September 30, 1996 and 1995 
were $770,501 and $521,601, respectively.  Similar sales for the six month 
periods then ended were $1,069,288 and $1,056,392.  Zonic A&D Company 
experienced a profit of $26,081 and $27,561, respectively, for the three 
months ended September 30, 1996  and 1995 and a profit of $8,611 and $36,694, 
respectively, for the six month periods then ended.

The Company accounts 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 the 
affiliate, including the amount the Company has committed to fund the 
operations. The Company's portion of current and prior period profits are not 
recorded as these amounts offset previously unrecorded losses. Zonic A&D 
Company incurred substantial losses prior to 1994 and  were recorded in those 
years to the extent the Company was at risk to fund these losses. 


Item 2 - Management's Discussion and Analysis

Results of Operations

Product and Services Revenue increased by $444,356 or 44% for the three months 
ended September 30, 1996, when compared to the same period of the prior year.  
Sales increased in the Company's 7000 and Machinery Monitoring products, while 
revenues declined in the WCA and XCITE products.  Machinery Monitoring revenue 
was primarily from work completed on a large order received last year.  
Revenue from this order is recorded on the percentage of completion method in 
accordance with the Company's revenue recognition policies and is expected to 
be complete in November, 1996.  For the six months ended September 30, 1996, 
revenue decreased by $63,094 or 3%.  Significant decreases in sales occurred 
in WCA and Excite products but were substantially offset by the increase in 
Machinery Monitoring revenue.

Order backlog amounted to $711,000 at September 30, 1996 compared with 
$743,000 at September 30, 1995.

                                 <page 7>

Part 1 - Financial Information (continued)
Item 2 - Management's Discussion and Analysis (continued)

Results of Operations (continued)

Costs of products and services sold were 41% and 43% respectively of products 
and services revenues for the three and six months ended September 30, 1996 
versus 50% and 52% respectively for the prior year.  The decrease in costs is 
the result of higher profit margins on 7000 sales this year and low profit 
margins on two large 7000 sales during the first quarter of last year.  Profit 
margins on extended warranty and customer service revenues improved for the 
current three and six month periods over those of the prior year.  In 
addition, the gross margin on current year Machinery Monitoring revenues 
improved the current year profit margins.


Selling and administrative expenses decreased by 4% and 16% respectively for 
the three and six month periods ended September 30, 1996 versus the same 
periods for the prior year.  The decline was due mainly to lower 
administrative salaries and the continuing reduction of facilities costs.  
Expenses were 29% of products and services revenues for the current three 
month period versus 43% in the prior year.  This decline was due mainly to 
higher revenues during the current three month period. For the six months 
ended September 30, 1996, selling and administrative expenses were 33% of 
products and services revenues versus 39% in the prior year.


Research and development expenses and software construction  amortization 
increased by $42,212 or 26% for the three months ended September 30, 1996 
compared to the same period of the prior year.  This increase was due to 
higher product development costs during the current year with shorter 
estimated useful lives of these new products when compared to products 
previously developed.  For the six months ended September 30, 1996, expenses 
increased by 2% as the prior year included amortization expenses related to 
the WCA Product in which the Company sold its interest in June, 1995.   See 
Software Construction and Product Development under Liquidity and Capital 
Resources.

Interest expense for the three months ended September 30, 1996 increased to 
$129,188 versus $126,710 for the same period of the prior year due to an 
increase in borrowings during the current year.  For the six months ended 
September 30, 1996, interest expensed decreased to $230,933 from $281,123 for 
the same period of the prior year.  This decrease was due to the repayment of 
loans in June, 1995 with proceeds from the sale of the Company's interest in 
the WCA Product to A & D Company Ltd. (See Liquidity and Capital Resources).  
There was no capitalized interest related to borrowings used to fund product 
development expenditures during the current year or prior year three month 
period.  Capitalized interest for the six months ended September 30,1995 
amounted to $5,000.

Foreign currency gains were $21,776 and $38,461, respectively, for the three 
and six months ended September 30, 1996 compared to $142,300 and $110,935, 
respectively, for the same periods of the prior year.  These gains are due to 
the increase in value of the dollar against the Japanese yen during the 
current year.


Income taxes - Income taxes of $42,004 for the three months ended September 
30, 1996 and $497,019 for the six months ended September 30, 1995 have been 
offset by net operating loss carryforwards.  At March 31, 1996 and 1995, loss 
                               <page 8>


Part 1 - Financial Information (continued)
Item 2 - Management's Discussion and Analysis (continued)

Results of Operations (continued)
carryforwards totaling $6,500,000 and $5,970,000, respectively, were available 
to offset future income taxes.  Also, the Company had tax credits of $667,000 
and $674,000, respectively, as of March 31, 1996 and 1995 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 September 30, 1996 and March 31, 1996 were $1,118,223 and $1,372,016 
respectively. Cash outlays for software construction and product enhancement 
projects were $148,498 for the six months ended September 30, 1996 compared to 
$80,721 for the prior year period. These costs will be amortized over the 
estimated useful life of each product capitalized.


Working Capital and Cash Flow

The Company's working capital decreased from a negative $1,966,474  at March 
31, 1996 to a negative $5,876,505 at September 30, 1996.  The decline in 
working capital was due to the maturing of all previous bank and long-term 
obligations within the next seven months.  Excluding the maturing of this 
debt, working capital would have been a negative $1,806,505 at September 30, 
1996.

The Company's cash flows from operations amounted to a negative $119,918 for 
the six months ended September 30, 1996.  Short-term borrowings from A&D 
Company Ltd. less repayment of debt  obligations provided $343,684 during this 
period.

The Company sells certain trade receivables and pays a fee based on the period 
of time the account remains unpaid by the customer.  The Company retains 
substantially the same credit risk as if the receivables had not been sold.  
Cash proceeds from the sale of trade receivables for the current six month 
period were $794,378 and for the period June 30, 1995 (inception date for the 
sale of receivables) through September 30, 1995 were $437,941.  At September 
30, 1996, the amount of receivables sold which remain uncollected from 
customers was $424,459.  The Company has received $360,790 from the sale of 
these receivables and such amount has reduced the amount of receivables 
reported on the balance sheet.

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 must raise  and is actively 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.  During 
the current six month period, A&D Company Ltd. made additional loans to the 
Company totaling $350,000.  The repayment of these loans is past due and no 
repayment date has been set at this time.
                                    <page 9>


Part II - Other Information

Item 6:  Exhibits and Reports on Form 8-K

         Exhibit 11 - Computation of earnings per common share - see 
                      Statements of Operations. 

         Reports on Form 8-K  - None


















































                                 <page 10>


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed 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 4, 1996