EXHIBIT 31.1 (b)


     CERTIFICATION PURSUANT TO RULE 13a-14(a)/15D-14(a) and
              SECTION 302 OF THE SARBANES-OXLEY ACT


I, Craig T. Dunham, Acting Chief Financial Officer of Dynasil
Corporation of America, certify that:


1. I have reviewed this annual report on Form 10-KSB of Dynasil
Corporation of America;

2. Based on my knowledge, this annual report does not contain
any untrue
statement of a material fact or omit to state a material fact
necessary to make
the statements made, in light of the circumstances under which
such statements
were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other
financial
information included in this report, fairly present in all
material
respects the financial condition, results of operations and cash
flows of the small business issuer as of, and for, the periods
presented in this annual report;

4. The small business issuer's other certifying officer(s)and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:

     e) Designed such disclosure controls and procedures, or
     caused such disclosure controls and procedures to be
     designed under our supervision, to ensure that material
     information relating to the small business issuer,
     including its consolidated subsidiaries, is made known to
     us by others within those entities, particularly during the
     period in which this report is being prepared;

     f) Designed such internal control over financial reporting,
     or caused such internal control over financial reporting to
     be designed under our supervision, to provide reasonable
     assurance regarding the reliability of financial reporting
     and the preparation of financial statements for external
     purposes in accordance with generally accepted accounting
     principles;

     g) Evaluated the effectiveness of the small business
     issuer's disclosure controls and procedures and presented
     in this report our conclusions about the effectiveness of
     the disclosure controls and procedures as of the end of the
     period covered by this report based on such evaluation; and

     h) Disclosed in this report any change in the small
     business issuer's internal control over financial reporting
     that occurred during the small business issuer's most
     recent fiscal quarter (the small business issuer's fourth
     fiscal quarter in the case of an annual report) that has
     materially affected, or is reasonably likely to materially
     affect, the small business issuer's internal control over
     financial reporting; and

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5. The small business issuer's other certifying officer(s) and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent
functions):

     c) All significant deficiencies and material weaknesses in
     the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect
     the small business issuer's ability to record, process,
     summarize and report financial information; and

     d) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the small business
     issuer's internal control over financial reporting.



Date: December 21, 2004                   /s/ Craig T. Dunham
                                   -----------------------------
                                 Acting Chief Financial Officer







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