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 Quarter Ended  June 30, 2000     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    45150-9777
   (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>




Part I   Financial Information
Item 1. Financial Statements
<TABLE>
<CAPTION>

Statement of Operations
For The Three Month Periods Ended June 30,
 (unaudited)
<S>                                                           <C>            <C>
                                                                     2000           1999
                                                              -----------    -----------

Product and service revenues ..............................   $   365,361    $   473,645

Cost of products and services sold ........................       123,237        195,936
Selling and administrative expenses .......................       245,588        220,930
Research and development expenses and software construction
     and product enhancement amortization .................        54,734         26,445
                                                              -----------    -----------

Total Operating Expenses ..................................       423,559        443,311

Operating income (loss) ...................................       (58,198)        30,334

Interest expense, net .....................................        (5,665)        (1,717)

                                                              -----------    -----------
Income (loss) before taxes ................................       (63,863)        28,617

Provision for income taxes ................................          --             --
                                                              -----------    -----------

Net income (loss) .........................................       (63,863)        28,617

Less: Dividend payable on Class B preferred shares ........          --           (5,723)
                                                              -----------    -----------

Net income (loss) available to common shareholders ........   $   (63,863)   $    22,894
                                                              ===========    ===========

Weighted average of common shares outstanding .............     3,044,136      3,044,136
Dilutive potential common shares:
      Class A convertible preferred stock .................                    1,200,000
      Stock Options .......................................          --            --
                                                              -----------    -----------
Adjusted weighted average of common shares outstanding ....     3,044,136      4,244,136
                                                              ===========    ===========

Basic earnings (loss) per share ...........................   $     (0.02)   $      0.01
Diluted earnings (loss) per share .........................   $     (0.02)   $      0.01
</TABLE>


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





Item 1 - Financial Statements (continued)
<TABLE>
<CAPTION>

Balance Sheets
As of June 30, 2000 & March 31, 2000

                                                       (unaudited)
<S>                                                     <C>            <C>
                                                           30-Jun         31-Mar
                                                            2000           2000
                                                        -----------    -----------
ASSETS
Current Assets
   Cash .............................................   $    16,067    $    34,578
   Receivables
      Trade .........................................       154,429        101,662
      Related parties ...............................           500         27,751
                                                        -----------    -----------
    Total receivables ...............................       154,929        129,413

    Inventories
       Finished products ............................       125,998        137,628
       Work in process ..............................        11,065         18,561
       Raw material .................................        81,521         81,229
                                                        -----------    -----------
    Total inventories ...............................       218,584        237,418

    Prepaid expenses ................................        24,649          1,896
                                                        -----------    -----------

       Total Current Assets .........................       414,229        403,305

Property and Equipment-at Cost
    Furniture and office equipment ..................       103,476        102,217
    Machinery and plant equipment ...................       229,084        219,381
    Software construction and product enhancement ...     2,302,607      2,270,008
                                                        -----------    -----------
                                                          2,635,167      2,591,606
    Less accumulated depreciation and amortization ..    (2,502,909)    (2,494,387)
                                                        -----------    -----------
                                                            132,258         97,219
                                                        -----------    -----------
          Total Assets ..............................   $   546,487    $   500,524
                                                        ===========    ===========


LIABILITIES

Current Liabilities
   Notes Payable ....................................   $   150,000    $   135,000
    Current maturities of long term obligations .....         5,133          5,133
   Accounts payable - trade .........................       649,234        567,958
   Deferred Income ..................................       245,127        244,098
   Dividend payable .................................         8,575          8,575
   Accrued liabilities
      Salaries and wages ............................       104,393         88,693
      Property and payroll taxes ....................        39,739         33,777
      Other .........................................       121,027        128,917
                                                        -----------    -----------
   Total Accrued Liabilities ........................       265,159        251,387
                                                        -----------    -----------

         Total Current Liabilities ..................     1,323,228      1,212,151

Long-Term Obligations, Less Current Maturities ......         3,778          5,029

SHAREHOLDERS' DEFICIT
   Preferred shares .................................     2,400,000      2,400,000
   Common shares ....................................        61,674         61,674
   Additional paid-in capital .......................     5,727,881      5,727,881
                                                        -----------    -----------
                                                          8,189,555      8,189,555

   Accumulated deficit ..............................    (8,970,074)    (8,906,211)
                                                        -----------    -----------
Total Shareholders' Deficit .........................      (780,519)      (716,656)
                                                           --------       --------

         Total Liabilities & Shareholders' Deficit ..   $   546,487    $   500,524
                                                            =======        =======

</TABLE>


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


<PAGE>


Part I - Financial Statements (continued)


<TABLE>
<CAPTION>

Statement of Shareholders Deficit
For The Three Months Ended June 30, 2000
(unaudited)

                                                                      Additional
                                               Common   Preferred     Paid-in        Accumulated
                                               Shares   Shares        Capital        Deficit        Total

<S>                                        <C>          <C>           <C>            <C>            <C>
Balance, March 31, 2000 ................   $   61,674   $ 2,400,000   $  5,727,881   $(8,906,211)   $  (716,656)

Net income (loss) for period ...........         --            --             --         (63,863)       (63,863)

Dividend payable on preferred shares ...         --            --             --            --             --
                                           ----------   -----------   ------------   -----------    -----------

Balance, June 30, 2000 .................   $   61,674   $ 2,400,000   $  5,727,881   $(8,970,074)   $  (780,519)
                                           ==========   ===========   ============   ===========    ===========
</TABLE>


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






Part I - Financial Statements (continued)
<TABLE>
<CAPTION>

Statements of Cash Flows
For The Three Month Periods Ended June 30,
 (unaudited)

<S>                                                             <C>         <C>
                                                                2000        1999
                                                                --------    --------
Cash used in operations:
   Net income (loss) for period .............................   $(63,863)   $ 28,617
   Adjustments to reconcile net income (loss)
         to cash from operations:
      Depreciation and amortization .........................      3,234       3,680
      Amortization of software construction
          and product enhancements ..........................      5,288         400
      Provision for obsolete inventory ......................      6,000       6,000
      Amortization of deferred income and deferred rent .....    (22,858)    (42,860)
   Increase (decrease) in cash due to changes in
      Accounts receivable ...................................    (25,516)     41,722
      Inventories ...........................................     12,834      (3,823)
      Prepaid expenses ......................................    (22,753)     (4,461)
      Accounts payable ......................................     81,276      29,639
      Accrued liabilities ...................................     13,772        (671)
      Deferred income .......................................     23,887     (18,536)
                                                                 --------    --------

         Net cash provided by operations ....................     11,301      39,707

Cash used in investment activities:
      Purchase of fixed assets ..............................    (10,962)          0
      Increase in software construction
         and product enhancements ...........................    (32,599)    (32,503)
                                                                 --------    --------

         Net cash used in investment activities .............    (43,561)    (32,503)

Cash used in financing activities:
      Proceeds from note payable ............................     15,000           0
      Payments on long-term obligations .....................     (1,251)    (10,573)
                                                                  -------    --------

         Net cash provided by (used in) investment activities     13,749     (10,573)

Decrease in cash ............................................    (18,511)     (3,369)
Cash - beginning of period ..................................     34,578      32,848
                                                                 --------    --------

Cash - end of period ........................................   $ 16,067    $ 29,479
                                                                =========   ========

Interest paid during period .................................   $  5,665    $  1,717
                                                                =========   ========

</TABLE>


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


<PAGE>


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 June 30,  2000 and the  results  of  operations  and cash flows for the three
month  periods ended June 30, 2000 and 1999.  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,
2000.

2.       New Standard

In  March  2000,   the  Financial   Accounting   Standards   Board  issued  FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  involving Stock
Compensation  - an  interpretation  of APB Option No.  25." This  Interpretation
clarifies the application of Opinion 25 for only certain  issues,  including the
accounting  consequence  of various  modifications  to the terms of a previously
fixed stock option or award. This  Interpretation is effective July 1, 2000, but
covers   specific   events  that  occurred   after   December  15,  1998.   This
Interpretation affects the Company as a result of the repricing of options which
occurred in February 1999. Commencing July 1, 2000, the repriced options will be
accounted  for as  variable  until  the  date  the  awards  are  exercised,  are
forfeited,   or  expire  unexercised.   Compensation  cost  will  be  recognized
immediately  after July 1, 2000 to the extent that the stock  price  exceeds the
stock price on July 1, 2000. Future changes in the market value of the Company's
stock will directly  affect the amount of compensation  expense  recorded by the
Company.  The magnitude of the impact on the Company's financial statements will
depend  on the  market  value  of the  common  stock  as of  July  1,  2000  and
thereafter.


3.       Short Term Note Payable

The Company  extended its revolving line of credit  agreement with its bank. The
agreement  now  expires  on August 1,  2001.  All other  terms of the  agreement
remained the same.

4.       Earnings Per Share

At June  30,  2000,  there  were  1,312,642  potential  dilutive  common  shares
outstanding.  These  shares are not  included in the diluted  earnings per share
calculation as the Company had a net loss for the current year period, and their
effect is anti-dilutive.


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  Operation"  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 achievement of the Company to differ  materially
from the Company's expectations include,  without limitation,  the following: 1)
the Company is unable to improve existing products or develop new products which
satisfy  needs in the Company's  markets;  2) the Company is unable to penetrate
new  markets;  3) the  Company is unable to retain  existing  personnel  or hire
additional personnel; 4) the industries the Company serves experience less rapid
growth than anticipated; 5) the Company is unable to obtain supplies on a timely
basis from its limited number of suppliers; 6) new competitors enter the markets
the Company serves or existing  competitors increase their marketing efforts; 7)
the Company is unable to obtain additional debt or equity financing on favorable
terms,  if at all,  to  satisfy  its  cash  requirements.  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 $108,284,  or 23% for the three months
ended June 30, 2000,  when  compared to the prior year period.  The decrease was
due to a 71%,  or $92,800  decline in the sale of 7000  Series and other  custom
designed systems which the Company no longer actively markets.  Revenue from the
sale of Medallion products was about the same and service revenues were slightly
higher for the  current  three  month  period  when  compared  to the prior year
period.

Order  backlog  amounted to $196,000 at June 30, 2000  compared with $133,000 at
June 30, 1999. There was a significant  increase in Medallion  backlog primarily
for sixteen  channel  systems which are scheduled for delivery during the second
quarter of this fiscal year. This increase was partially offset by a decrease in
orders for custom designed systems.

Costs of products and services  sold were 34% of products and services  revenues
for the three  months  ended June 30, 2000  versus 41% for the prior  year.  The
decrease was due to an increase in the sale of Medallion software products which
have  significantly  lower  costs and higher  costs  related to 7000  Series and
custom designed systems sales in the prior year.

Selling and administrative  expenses increased $24,658 or 11% during the current
period  versus the same prior year period.  This increase was due to an increase
in advertising and sales promotion costs, and higher commission expense as sales
from outside  sales  representatives  increased  when compared to the prior year
period.  These  increases  were partially  offset by a decrease in  professional
services.  Selling  and  administrative  expenses  were 67%  versus 47% of total
revenue for the current and prior year periods, respectively.  This increase was
due primarily to the decrease in revenue during the current period.

Research and development  expenses and software  construction  amortization  was
$54,734  for the  current  period  versus  $26,445  for the prior  period.  This
increase  was due to higher  amortization  expense  as a result  of  capitalized
software  construction and product enhancement costs during the past and current
years and an  increase in  Medallion  research  and  development  expenses.  See
Software  Construction  and  Product  Development  under  Liquidity  and Capital
Resources.

Interest expense  for the  three months  ended June 30, 2000 was  $5,665 versus
$1,717 for  the same period ended June 30, 1999.  This increase was due to more
borrowings during the current year.

Dividend  payable on Class B preferred  shares is equal to 20% of the  Company's
current year-to-date net income.


Liquidity & Capital Resources


Software Construction and Product Development

The Company's total unamortized  software  construction and product  enhancement
costs  at  June  30,  2000  and  March  31,  2000  were   $90,430  and  $63,119,
respectively.  The cash outlay for software construction and product enhancement
costs  during the current and prior year three month  periods  were  $32,599 and
32,503, respectively.

Working Capital and Cash Flow

The Company's  working capital  decreased from a negative  $808,846 at March 31,
2000 to a negative  $908,999  at June 30,  2000  resulting  in a decrease in the
current  ratio from .33 to .31.  The  decline  was due mainly to an  increase in
accounts payable, accrued liabilities and the note payable.

The  Company's  cash flows from  operations  amounted to $11,301.  Investment in
software construction and product enhancement activities and purchased equipment
amounted to $32,599 and $10,962,  respectively. The Company borrowed $15,000 and
made payments on long-term debt totaling  $1,251 for the three months ended June
30, 2000.

The Company  continues  to  experience  cash flow  problems as the result of its
operating loss. The Company is seeking  additional  working capital through debt
or equity financing from public or private sources to reduce current 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

None


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>


                                   SIGNATURES
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:  August 11, 2000