===============================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                         -------------------------------
                                   FORM 10-QSB
                         -------------------------------

(Mark One)
[x]   Quarterly  report  pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 
For the quarterly period ended December 31, 1996.
                                       OR
[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934


Commission File Number:  0-20753



                            SONICS & MATERIALS, INC.
       (Exact name of small business issuer as specified in its charter)

        Delaware                                    06-0854713
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                              4 West Kenosia Avenue
                                Danbury, CT 06810
                    (Address of principal executive offices)

                         Telephone Number (203) 744-4400
                (Issuer's telephone number, including area code)



      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 [ ]


      As of November 11, 1996,  there were 3,500,100  shares of the Registrant's
Common Stock outstanding.


      Transitional Small Business Disclosure Format (Check one):

              Yes [ ]                            No [x]
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<PAGE>

PART I - FINANCIAL INFORMATION                  Page No.

Item 1.  Financial Statements *
           Condensed Balance Sheets -
             December 31, 1996 and June 30, 1996...3

           Condensed Statements of Income -
             For the Three and Six Months Ended
             December 31, 1996 and 1995............4


           Condensed Statements of Cash Flows -
             For the Six Months Ended
             December 31, 1996 and 1995............5

           Notes to Financial Statements...........6

Item 2.    Management's Discussion and Analysis 
           of Financial Condition and Results of 
           Operations..............................7

PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K........9

Signatures........................................10

Index to Exhibits.................................11

Exhibit 27 - Financial Data Schedule..............12





* The Balance  Sheet at June 30, 1996 has been taken from the audited  financial
statements at that date. All other financial statements are unaudited.


<PAGE>
                            Sonics & Materials, Inc.
                            CONDENSED BALANCE SHEETS
                                      As of

                                             December 31,        June 30,
                                                 1996              1996
                                                 ----              ----
                                              (unaudited)            *
    ASSETS
CURRENT ASSETS
    Cash and cash equivalents                 $   52,825        $   73,129
    Short-term investments                     1,803,491         3,028,032
    Accounts receivable, net of allowance
        for doubtful accounts of $45,000       1,834,005         1,953,941
    Inventories                                3,657,922         3,248,782
    Prepaid income taxes                          15,419            30,465
    Deferred taxes                                80,000            80,000
    Other current assets                         107,805           111,327
                                                --------           -------

        Total current assets                   7,551,467         8,525,676

PROPERTY PLANT & EQUIPMENT - NET                 341,131           301,706

OTHER ASSETS                                     372,285           353,124
                                                --------          --------

                                             $ 8,264,883        $9,180,506
                                             ===========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                            $    32,813          $832,813
    Demand note payable                                            500,000
    Current maturities of long-term debt         100,000                 -
    Accounts payable                             479,809           767,620
    Commissions payable                          244,788           160,081
    Other accrued expenses and sundry
    liabilities                                  190,142           254,677
                                                 -------         ---------

        Total current liabilities              1,047,552         2,515,191

LONG TERM DEBT, NET OF CURRENT PORTION           400,000                 -

CONTINGENCIES                                          -                 -

STOCKHOLDERS' EQUITY
    Preferred stock - 2,000,000 shares
        authorized, no shares outstanding 
        at December 31, 1996 or June 30, 1996          -                 -
    Common stock - 10,000,000 shares
        authorized, 3,500,100 shares
        issued and outstanding at 
        December 31, 1996 and June 30, 1996      105,003           105,003
    Additional paid in capital                 6,417,126         6,417,126
    Retained earnings                            295,202           143,186
                                               ---------         ---------

        Total stockholders' equity             6,817,331         6,665,315
                                               ---------         ---------

                                              $8,264,883        $9,180,506
                                              ==========        ==========

* Taken from the audited financial statements at June 30, 1996.
       The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                            Sonics & Materials, Inc.
                         CONDENSED STATEMENTS OF INCOME
                                   (unaudited)

                        For the Three Months    For the Six Months Ended
                                Ended                 December 31,
                             December 31,
                           1996        1995         1996         1995
                           ----        ----         ----         ----
Net sales             $2,745,517   $2,199,030  $5,281,755   $4,392,157
Cost of sales          1,399,335    1,087,596   2,729,739    2,193,824
                       ---------    ---------   ---------    ---------

Gross profit           1,346,182    1,111,434   2,552,016    2,198,333

Operating expenses
  Selling expense        873,715      796,262   1,560,110    1,429,415
  General and      
    administrative       291,784      154,774     511,771      297,571
  Research and 
    development          149,929      118,663     249,737      191,727
                        --------    ---------    --------    ---------

      Total operating
      expenses         1,315,428    1,069,699   2,321,618    1,918,713

Other income (expense)
  Interest, net           56,697      (24,638)     24,148      (46,518)
  Other                   (3,438)       2,766      (1,187)      10,048
                        ---------   ---------   ---------    ---------
                          53,259      (21,872)     22,961      (36,470)

Income before
    provision for 
    income taxes          84,013       19,863     253,359      243,150

Provision for income
taxes                     33,605        3,865     101,343       21,668
                        --------    ---------    --------    ---------

Net Income              $ 50,408    $  15,998    $152,016    $ 221,482
                        ========    =========    ========    =========

PRO FORMA DATA
  Income before taxes     84,013       19,863     253,359      243,150
  Provision for 
  income taxes            33,605        7,945     101,343       97,260
                        --------    ---------    --------    ---------
  Net Income              50,408       11,918     152,016      145,890
                        ========    =========    ========    =========

PRIMARY AND FULLY
DILUTED INCOME  PER
SHARE
Net income per share       $ .01         $  -       $ .03        $ .05
                           =====         ====       =====        =====
Weighted average
number of common and 
common equivalent
shares outstanding     4,370,551    2,696,000   4,573,211    2,696,000
                       =========    =========   =========    =========






       The accompanying notes are an integral part of these statments.

                                       4

<PAGE>
                            Sonics & Materials, Inc.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                      For the Six Months Ended December 31,

                                                     1996          1995
                                                     ----          ----
Net cash (used in) provided by operations      $   (333,857)   $  197,484

Net cash  provided by (used in) investing 
  activities                                      1,113,553       (71,150)

Net cash used in financing activities              (800,000)     (313,824)
                                               ------------  ------------

Net increase (decrease) in cash for the period      (20,304)     (187,490)

Cash and cash equivalents - at beginning of 
  period                                             73,129       187,490
                                               ------------  ------------

Cash and cash equivalents - at end of period     $   52,825    $        0
                                               ============  ============




















     The accompanying notes are an integral part of these statements.

                                       5
<PAGE>
                            Sonics & Materials, Inc.
                          Notes to Financial Statements
                                December 31, 1996

      NOTE 1:   Basis of Presentation
The accompanying  financial statements for the interim periods are unaudited and
reflect all adjustments  (consisting only of normal recurring adjustments) which
are, in the opinion of  management,  necessary  for a fair  presentation  of the
financial  position  and  operating  results  for  the  interim  periods.  These
financial statements should be read in conjunction with the financial statements
and notes  thereto,  together  with the  management's  discussion  and analysis,
contained  on Form  10-KSB  for the year  ended June 30,  1996.  The  results of
operations  for the six  months  ended  December  31,  1996 are not  necessarily
indicative of the results for the entire fiscal year ending June 30, 1997.


      NOTE 2:  Net Income Per Share
Net  income  per share is based on the  weighted  average  number of common  and
common equivalent shares (warrants and options)  outstanding  during the period,
calculated using the treasury stock method.

The weighted average number of shares  outstanding for the periods  presented is
as follows:
                                   Primary and Fully Diluted
                                  Weighted Shares Outstanding
                                  For the Three Months ended
                                         December 31,
                                  ----------------------------
                                     1996            1995
                                     ----            ----
Weighted average number of
    common shares outstanding      3,500,100       2,500,000
Dilution (warrants and options)    1,113,064         196,000
                                   ---------        --------
Weighted average number of
    common and common
    equivalent shares              4,613,164       2,696,000
                                   =========       =========


      NOTE 3:   Contingencies.
The  Company  is  currently  under  audit  by  the  California  State  Board  of
Equalization  for Sales and Use Tax. The Company cannot  presently  estimate the
amount of tax, if any, that may be assessed.




















                                       6
<PAGE>
Item 2   MANAGEMENT'S DISCUSSION AND ANALYSIS

      The following information should be read in conjunction with the unaudited
financial statements included herein, see Item 1, and the financial  information
contained  in the  Company's  latest  annual  report on Form 10-KSB for the year
ended June 30, 1996.

RESULTS OF OPERATIONS

Three months ended December 31, 1996 compared to three months ended December
31, 1995.

      Net sales.  Net sales for the quarter  ended  December 31, 1996  increased
$546,000 or 24.9% over the same period in fiscal 1996. This increase is a result
of the Company's  increased  penetration  into the Asian and Pacific Rim markets
due to the expansion of the Company's  sales efforts in that region,  as well as
initial sales of the Company's new vibration and spin welder products.

      Cost of Sales.  Cost of sales  increased from 49.5% of sales for the three
months  ended  December  31, 1995 to 51.0% of sales for the three  months  ended
December 31, 1996.  Initial  costs  associated  with the  vibration  welder line
caused the cost of sales of these  products,  as a percentage of their net sales
during the period,  to be higher than the  Company  has  experienced  with other
product  lines.  The Company is not able to pass these  initial  costs on to the
customer.

      Selling  Expenses.  Selling expenses for the second quarter of fiscal 1997
increased  $77,000 or 9.7% over the same period in fiscal 1996.  As a percentage
of net sales these expenses  decreased to 31.8% from 36.2% over the same period.
This  decrease in selling  expenses as a percentage  of net sales is a result of
the Company maintaining fixed costs while increasing sales.

      General and Administrative  Expenses.  General and administrative expenses
for the  second  quarter of fiscal  1997  increased  $137,000  or 88.5% over the
second  quarter of fiscal 1996.  As a percentage  of net sales,  these  expenses
increased to 10.6% from 7.0% over the same period in fiscal 1996.  This increase
is primarily  attributable  to increased  costs  associated  with the  Company's
obligations as a new public company, including professional fees, and directors'
and officers' insurance, as well as normal annual increases in salaries.

      Research  and  Development  Expenses.  Research and  development  expenses
increased  $31,000 or 26.3% over the same  period in fiscal  1996.  The  largest
factor  contributing to this increase was the planned  expansion of the research
and development department's technical staff.

     Interest Income, net.  Total interest income net of interest expense 
increased by $81,000 or 330.1% for the three months ended December 31, 1996. 
This is due to the receipt and investment of the net proceeds from the Company's
initial public offering.  In addition the Company utilized a portion of the net
proceeds to reduce its borrowings under its bank line of credit.

     Income Taxes.  Income taxes increased by $30,000 or 769.5%.  During the 
three months ended December 31, 1995, the Company was an S-corporation, and as 
such had no federal tax liability.  Concurrent with the public offering, the 
Company became a C-corporation for federal tax purposes.  This resulted in the 
Company incurring federal income taxes that it hod not in the past.

Six months  ended  December 31, 1996  compared to six months ended  December 31,
1995.


                                       7
<PAGE>
      Net sales.  Net sales for the six months ended December 31, 1996 increased
$890,000 or 20.3% over the same period in fiscal 1996. This increase is a result
of the Company's  increased  penetration  into the Asian and Pacific Rim markets
due to the expansion of the Company's  sales efforts in that region,  as well as
initial sales of the Company's new vibration and spin welder products.

      Cost of Sales.  Cost of sales  increased  from  50.0% of sales for the six
months  ended  December  31,  1995 to 51.7% of sales  for the six  months  ended
December 31, 1996.  Initial  costs  associated  with the  vibration  welder line
caused the cost of sales of these  products,  as a percentage of their net sales
during the period,  to be higher than the  Company  has  experienced  with other
product  lines.  The Company is not able to pass these  initial  costs on to the
customer.

      Selling Expenses. Selling expenses for the first six months of fiscal 1997
increased  $131,000 or 9.1% over the same period in fiscal 1996. As a percentage
of net sales these  expenses  decreased to 29.5% from 32.5% over the same period
in fiscal 1996.  This decrease in selling expenses as a percentage of net sales
is a result of the Company maintaining fixed costs while increasing sales.

      General and Administrative  Expenses.  General and administrative expenses
for the first six months of fiscal  1997  increased  $214,000  or 72.0% over the
same  period in fiscal  1996.  As a  percentage  of net  sales,  these  expenses
increased to 9.7% from 6.8% over the same period in fiscal 1996.  This  increase
is primarily  attributable  to increased  costs  associated  with the  Company's
obligations as a new public company,  including professional fees and directors'
and  officers'  insurance,  as well as normal  annual  increases in salaries and
bonuses.

      Research  and  Development  Expenses.  Research and  development  expenses
increased  $58,000 or 30.3% over the same  period in fiscal  1996.  The  largest
factor  contributing to this increase was the planned  expansion of the research
and development department's technical staff.

     Interest Income, net.  Total interest Income net of interest expense 
increased by $71,000 or 151.9% for the six months ended December 31, 1996.  This
is due to the receipt and investment of the net proceeds from the Company's
initial public offering.  In addition the Company utilized a portion of the net
proceeds to reduce its borrowing under its bank line of credit.

     Income Taxes.  Income taxes increased by $80,000 or 367.7%.  During the six
months ended December 31, 1995, the Company was an S-corporation, and as such 
had no federal tax liability.  Concurrent with the public offering, the Company 
became a C-corporation for federal tax purposes.  This resulted in the Company
incurring federal income taxes that it had not in the past.

LIQUIDITY AND CAPITAL RESOURCES

Operations  of the Company used cash of  approximately  $334,000  during the six
months ended December 31, 1996 as a result of increasing  inventory while paying
down accounts  payable  balances.  During the second quarter of fiscal 1997, the
Company invested  approximately  $111,000 in new capital equipment and leasehold
improvements. As of June 30, 1996, the Company's working capital was $6,010,000.
As of  December  31,  1996,  the  Company's  working  capital had  increased  to
$6,507,000  representing an increase of  approximately  6.6%.  During the second
quarter of fiscal 1997, the Company  .reduced its  borrowings  under its line of
credit by $1,000,000.  In addition,  the Company  converted a $500,000 six month
demand note payable to a five year term note at 8.75% interest.

The Company's principal credit line is a $1,000,000 bank credit facility
bearing interest at one-half of one percent above the prime rate.  This
credit arrangement matures on February 28, 1997.

                                       8
<PAGE>


PART II - OTHER INFORMATION

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

(a) Exhibits.
     3(i)    Certificate of Incorporation of the Registrant, as
             amended.  (Previously filed as Exhibit 3.1 of
             Amendment No. 3 to Registration Statement No.
             33-96414)
     3(ii)   Amended By-laws of the Registrant.  (Previously
             filed as Exhibit 3.2 of Registration Statement No.
             33-96414)
     10(i)   Form of Employment Agreement between the Registrant
             and Robert S. Soloff.  (Previously filed as Exhibit
             10.1 of Registration Statement No. 33-96414)
     10(ii)  1995 Incentive Stock Option Plan and form of Stock
             Option Agreement.  (Previously filed as Exhibit 10.3
             of Registration Statement No. 33-96414)
     10(iii) Original Office Lease and Amendments between the
             Registrant and Nicholas R. DiNapoli, Jr. DBA DiNapoli
             Holding Co. (Danbury, CT).  (Previously filed as
             Exhibit 10.4 of Registration Statement No. 33-96414)
     10(iv)  Lease between Registrant and Aston Investment
             Associates (Aston, PA).  (Previously filed as Exhibit
             10.5 of Registration Statement No. 33-96414)
     10(v)   Amended lease between Registrant and Robert Lenert
             (Naperville, IL).  (Previously filed as Exhibit 10.6
             of Amendment No. 4 to Registration Statement No.
             33-96414)
     10(vi)  Lease between Registrant and Janine Berger (Gland,
             Switzerland).  (Previously filed as Exhibit 10.7 of
             Registration Statement No. 33-96414)
     10(vii) Form of Sales Representation Agreement.  (Previously
             filed as Exhibit 10.8 of Registration Statement No.
             33-96414)
     10(viii)Form of Sales Distribution Agreement.  (Previously
             filed as Exhibit 10.9 of Registration Statement No.
             33-96414)
     10(ix)  Consulting Agreement dated October 17, 1995 between
             the Registrant and Alan Broadwin.  (Previously filed
             as Exhibit 10.10 of  Amendment No. 3 of Registration
             Statement No. 33-96414)
     27      Financial Data Schedule.  (Filed Herewith)

 (b)        none










                                       9
<PAGE>

                                   SIGNATURES

    In accordance  with the  requirements  of the Exchange  Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     SONICS & MATERIALS, INC.

Date:  February 13, 1997       By       /s/ROBERT S. SOLOFF
       ---------------------         -----------------------------------
                                     Robert S. Soloff
                                     President, Chief Executive Officer,
                                     Chief Financial Officer



























                                       10
<PAGE>
                                  EXHIBIT INDEX

Exhibit                                        Location of Exhibit in 
  No.           Description                    Sequential Numbering System
  ---           -----------                    ---------------------------
3(i)     Certificate of Incorporation of the  Previously filed as Exhibit
         Registrant, as amended.              3.1 of Amendment No. 3 to
                                              Registration Statement No.
                                              33-96414
3(ii)    Amended By-laws of the Registrant.   Previously filed as Exhibit
                                              3.2 of Registration
                                              Statement No. 33-96414
10(i)    Form of Employment Agreement         Previously filed as Exhibit
         between the Registrant and Robert    10.1 of Registration
         S. Soloff.                           Statement No. 33-96414
10(ii)   1995 Incentive Stock Option Plan     Previously filed as Exhibit
         and form of Stock Option Agreement.  10.3 of Registration
                                              Statement No. 33-96414
10(iii)  Original Office Lease and            Previously filed as Exhibit
         Amendments between the Registrant    10.4 of Registration
         and Nicholas R. DiNapoli, Jr. DBA    Statement No. 33-96414
         DiNapoli Holding Co. (Danbury, CT).
10(iv)   Lease between Registrant and Aston   Previously filed as Exhibit
         Investment Associates (Aston, PA).   10.5 of Registration
                                              Statement No. 33-96414
10(v)    Amended lease between Registrant     Previously filed as Exhibit
         and Robert Lenert (Naperville, IL).  10.6 of Amendment No. 4 to
                                              Registration Statement No.
                                              33-96414
10(vi)   Lease between Registrant and Janine  Previously filed as Exhibit
         Berger (Gland, Switzerland).         10.7 of Registration
                                              Statement No. 33-96414
10(vii)  Form of Sales Representation         Previously filed as Exhibit
         Agreement.                           10.8 of Registration
                                              Statement No. 33-96414
10(viii) Form of Sales Distribution           Previously filed as Exhibit
         Agreement.                           10.9 of Registration
                                              Statement No. 33-96414
10(ix)   Consulting Agreement dated October   Previously filed as Exhibit
         17, 1995 between the Registrant and  10.10 of  Amendment No. 3
         Alan Broadwin.                       of Registration Statement
                                              No. 33-96414
27       Financial Data Schedule.             Filed Herewith




















                                       11