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                                  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 March 31, 1999

                                       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.)

                               53 Church Hill Road
                           Newtown, Connecticut 06470
                    (Address of principal executive offices)

                         Telephone Number (203) 270-4600
                (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:

                         |X| Yes       |_|  No

      As of May 11, 1999, there were 3,520,100 shares of the Registrant's common
stock outstanding.

      Transitional Small Business Disclosure Format (Check one):

                         |_| Yes       |X|  No


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<PAGE>

PART I - FINANCIAL INFORMATION                                          Page No.

Item 1. Financial Statements *
    Consolidated Condensed Balance Sheets -
        March 31, 1999 and June 30, 1998 ...............................    3

    Consolidated Condensed Statements of Operations -
        For the Three and Nine Months Ended
        March 31, 1999 and 1998 ........................................    4

    Consolidated Condensed Statements of Cash Flows -
        For the Nine Months Ended
        March 31, 1999 and 1998 ........................................    5

    Notes to Consolidated Condensed Financial Statements ...............    6

Item 2. Management's Discussion and Analysis or Plan of Operations .....    7

PART II - OTHER INFORMATION

Item 2. Change in Securities ...........................................   11

Item 6. Exhibits and Reports on Form 8-K ...............................   11

Signatures .............................................................   12

Index to Exhibits ......................................................   13

Exhibit 27 - Financial Data Schedule ...................................   14

* The Balance Sheet at June 30, 1998 has been taken from the audited financial
statements at that date. All other financial statements are unaudited.

<PAGE>

                            Sonics & Materials, Inc.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                      As of

<TABLE>
<CAPTION>
                                                                                   March 31,      June 30,   
                                                                                     1999           1998     
                                                                                     ----           ----     
                                                                                  (unaudited)        *       
<S>                                                                              <C>            <C>           
       ASSETS                                                                    
CURRENT ASSETS
       Cash and cash equivalents                                                 $    154,296   $    503,305
       Short-term investments, including restricted funds
           of $400,000 at June 30, 1998 and March31, 1999                             500,000        750,000
       Accounts receivable, net of allowance for doubtful accounts
           of $112,000 at June 30, 1998 and  March 31, 1999                         2,164,488      2,370,960
       Inventories                                                                  4,568,643      4,457,841
       Other current assets                                                           470,857        129,287
                                                                                 ------------   ------------

              Total current assets                                                  7,858,284      8,211,393

PROPERTY PLANT & EQUIPMENT - NET                                                    4,213,528      4,409,920

GOODWILL - NET                                                                      1,012,921      1,054,547

RESTRICTED CASH FROM INDUSTRIAL REVENUE BOND                                          184,891        309,371

OTHER ASSETS                                                                          774,751        692,584
                                                                                 ------------   ------------

                                                                                 $ 14,044,375   $ 14,677,815
                                                                                 ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Notes payable                                                             $  1,465,101   $  1,465,101
       Current maturities of long-term debt                                           447,027        354,978
       Accounts payable                                                               691,351      1,004,351
       Customer Advances                                                              160,078        327,355
       Commissions payable                                                            162,702        123,676
       Other accrued expenses and sundry liabilities                                  433,178        600,270
                                                                                 ------------   ------------

              Total current liabilities                                             3,359,437      3,875,731

LONG-TERM DEBT, net of current portion                                              3,998,097      4,345,700

COMMITMENTS

STOCKHOLDERS' EQUITY
       Common stock - par value $.07 per share; authorized, 10,000,000 shares;
              issued and outstanding, 3,520,100 shares at March 31, 1999
              and June 30, 1998                                                       105,603        105,603
       Additional paid in capital                                                   6,575,010      6,575,010
       Accumulated deficit                                                              6,228       (224,229)
                                                                                 ------------   ------------

              Total stockholders' equity                                            6,686,841      6,456,384
                                                                                 ------------   ------------

                                                                                 $ 14,044,375   $ 14,677,815
                                                                                 ============   ============
</TABLE>

* Taken from the audited financial statements at June 30, 1998.

        The accompanying notes are an integral part of these statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                       For the Three Months Ended     For the Nine Months Ended
                                                  March 31,                      March 31,
                                       --------------------------     -------------------------
                                            1999           1998           1999           1998
                                       -----------   ------------     ----------    -----------
<S>                                    <C>            <C>            <C>            <C>        
Net sales                              $ 3,323,453    $ 2,990,272    $ 9,684,831    $ 8,922,039
Cost of sales                            2,020,665      1,784,302      5,767,851      5,139,179
                                       -----------    -----------    -----------    -----------

Gross profit                             1,302,788      1,205,970      3,916,980      3,782,860

Operating expenses
    Selling expense                        686,812        806,612      2,202,724      2,421,431
    General and administrative             337,547        382,346        930,191      1,009,583
    Research and development                87,005        141,347        276,677        440,600
                                       -----------    -----------    -----------    -----------

        Total operating expenses         1,111,364      1,330,305      3,409,592      3,871,614

Other income (expense)
    Interest income                         18,639         70,959         48,556        124,089
    Interest expense                       (95,448)       (23,872)      (315,078)      (138,609)
    Other                                   (5,042)          (971)       (10,409)        72,506
                                       -----------    -----------    -----------    -----------
                                           (81,851)        46,116       (276,931)        57,986

Income (loss) before provision for
income taxes                               109,573        (78,219)       230,457        (30,768)

Provision (benefit) for income taxes            --         (3,918)
                                       -----------    -----------    -----------    -----------
Net Income (loss)                      $   109,573    $   (74,301)   $   230,457    $   (30,768)
                                       ===========    ===========    ===========    ===========
INCOME  (LOSS) PER SHARE - BASIC
Net income (Loss) per share            $       .03    $      (.02)   $       .07         $.(01)
                                       ===========    ===========    ===========    ===========
Weighted average number of shares
outstanding                              3,525,631      3,590,100      3,529,163      3,583,759
                                       ===========    ===========    ===========    ===========
INCOME  (LOSS)PER SHARE - DILUTED
Net income (loss) per share            $       .03    $      (.02)   $       .07    $      (.01)
                                       ===========    ===========    ===========    ===========
Weighted average number of shares
outstanding                              3,525,631      3,590,100      3,529,163      3,583,759
                                       ===========    ===========    ===========    ===========
</TABLE>


                                       4
<PAGE>

                            Sonics & Materials, Inc.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                       For the Nine Months Ended March 31,

<TABLE>
<CAPTION>
                                                            1999           1998
                                                       -----------    -----------
<S>                                                    <C>            <C>         
Net cash used in operations                            $  (279,780)   $  (801,894)

Net cash  provided by (used in) investing activities       186,325     (2,707,033)

Net cash provided by (used in) financing activities       (255,554)     3,311,842
                                                       -----------    -----------

Net decrease in cash for the period                       (349,009)      (197,085)

Cash and cash equivalents - at beginning of period         503,305        271,593
                                                       -----------    -----------

Cash and cash equivalents - at end of period           $   154,296    $    74,508
                                                       ===========    ===========
Cash paid during period for:
         Interest                                      $   340,428    $   134,527
                                                       ===========    ===========
         Income taxes                                  $        --    $        --
                                                       ===========    ===========
</TABLE>


                                       5
<PAGE>

                            Sonics & Materials, Inc.
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1999
                                   (Unaudited)

      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, 1998. The results of
operations for the three and nine months ended March 31, 1999 are not
necessarily indicative of the results for the entire fiscal year ending June 30,
1999.

      NOTE 2: Consolidation

The accompanying financial statements reflect the consolidated operations of
Sonics & Materials, Inc., its wholly owned subsidiary, Tooltex, Inc., and Vibra
Surge Inc. All significant intercompany accounts and transactions have been
eliminated in consolidation.

      NOTE 3: Income tax

The Company has not accrued a provision for income tax for the nine-months ended
March 31, 1999 due to the offsetting reduction in deferred tax valuation
allowance established in fiscal 1998. For income tax purpose, the Company has
sufficient net operating loss carryforward available to offset taxable income
generated to date.


                                       6
<PAGE>

Any statements in this filing that are not statements of historical fact are
forward-looking statements that are subject to a number of important risks and
uncertainties that could cause actual results to differ materially.
Specifically, any forward looking statements in this filing related to the
Company's objective for future growth, profitability and financial returns are
subject to a number of risks and uncertainties, including, but not limited to,
risks related to a growing market demand for Sonics' existing and new products,
continued growth in sales and market share of Sonics and its USS products,
pricing, market acceptance of existing and new products, a fluctuation in the
sales product mix, general economic conditions, competitive products, and
product technology development. There can be no assurance that such objectives
will be achieved. The Company's objectives of future growth, profitability and
financial returns are also subject to the uncertainty of Vibra~Surge Corporation
being able to successfully market its ultrasonic surgical device, specifically
in light of the recent patent litigation settlement between Mentor Corp. and
Misonix, Inc. In addition, the Company's objectives of future growth,
profitability and financial returns are also subject to the uncertainty of the
growth and profitability of its wholly owned subsidiary, Tooltex. It is also
uncertain whether the Company's recent cost cutting measures will result in
increased profitability.

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, 1998.

RESULTS OF OPERATIONS

Three months ended March 31, 1999 compared to the three months ended March 31,
1998.

      Net sales. Net sales for the quarter ended March 31, 1999 increased
$333,000 or 11.1% over the quarter ended March 31, 1998. This increase is
primarily the result of increased domestic sales generated by Sonics.

      Cost of Sales. Cost of sales increased from 59.7% of net sales for the
three months ended March 31, 1998 to 60.8% of sales for the three months ended
March 31, 1999. This increase is primarily the result of increased sales
generated by Vibra~Surge, and Tooltex. Vibra~Surge manufactures ultrasonic
surgical devices and Toolbox primarily manufactures custom machinery, each of
which typically have a lower profit margin than the machinery manufactured by
Sonics.

      Selling Expenses. Selling expenses for the third quarter of fiscal 1999
decreased $120,000 or 14.9% over the same period in fiscal 1998. As a percentage
of net sales, selling expenses decreased from 27.0% to 20.7% over the same
periods. This is in large part the result of the cost cutting measures
implemented by the Company in the first quarter of fiscal 1999.

      General and Administrative Expenses. General and administrative expenses
for the third quarter of fiscal 1999 decreased $45,000 or 11.7% over the third
quarter of fiscal 1998. As a percentage of net sales, these expenses decreased
slightly, from 12.7% to 10.2% over the same periods. This decrease is primarily
the result of a decrease in professional fees and legal costs.

      Research and Development Expenses. Research and development expenses
decreased $54,000 or 38.5% over the same period in fiscal 1998. The decrease was
primarily due to a reduction in outside consulting.

      Interest Income. Interest income for the third quarter of fiscal 1999
decreased by $52,000 over the same period in fiscal 1998. In December of 1997,
the Company received the proceeds from the Industrial Revenue Bond issue and
invested those proceeds in short-term investments. The proceeds were eventually
used in the purchase and renovation of the Company's current facilities. (See
Liquidity and Capital Resources.)


                                       7
<PAGE>

      Interest Expense. Total interest expense for the third quarter of fiscal
1999 increased by $72,000 or 299.8% over the same period in fiscal 1998. This is
due to increased debt carried by the Company in connection with the purchase of
real property in Newtown, Connecticut.

      Other Income. Other income for the three months ended March 31, 1999
decreased $6,000 or 419.3% over the same period in fiscal 1998. This is due to
the expiration of a sublease at a facility no longer being rented by Sonics.

      Income Taxes. The absence of a provision in the third quarter of fiscal
1999 resulted from a reduction in the deferred tax valuation allowance
established in fiscal 1998. For income tax purposes the Company has sufficient
net operating loss carryforward available to offset taxable income generated to
date.

Nine months ended March 31, 1999 compared to the nine months ended March 31,
1998.

      Net sales. Net sales for the nine months ended March 31, 1999 increased
$763,000 or 8.5% over the same period in fiscal 1998. This increase is primarily
the result of increased domestic sales generated by Sonics and the company's
wholly owned subsidiary, Tooltex, Inc.

      Cost of Sales. Cost of sales increased from 57.6% of net sales for the
nine months ended March 31, 1998 to 59.6% of sales for the nine months ended
March 31, 1999. This increase is primarily the result of increased sales
generated by Vibra~surge, and Tooltex.

      Selling Expenses. Selling expenses for the first three-quarters of fiscal
1999 decreased $219,000 or 9.0% over the same period in fiscal 1998. As a
percentage of net sales, selling expenses decreased from 27.1% to 22.7% over the
same periods. This is in large part the result of the cost cutting measures
implemented by the Company in the first quarter of fiscal 1999.

      General and Administrative Expenses. General and administrative expenses
for the first three-quarters of fiscal 1999 decreased $79,000 or 7.9% over the
first three-quarters of fiscal 1998. As a percentage of net sales, these
expenses decreased from 11.3% to 9.6% over the same periods. This decrease is
partially the result of salary reductions as well as decreased professional fees
and legal costs.

      Research and Development Expenses. Research and development expenses
decreased $164,000 or 36.6% over the same period in fiscal 1998. The decrease
was primarily due to a reduction in outside consulting.

      Interest Income. Interest income for the first three-quarters of fiscal
1999 decreased by $76,000 over the same period in fiscal 1998. In December of
1997, the Company received the proceeds from the Industrial Revenue Bond issue
and invested those proceeds in short-term investments. The proceeds were
eventually used in the purchase and renovation of the Company's current
facilities. (See Liquidity and Capital Resources.)

      Interest Expense. Total interest expense increased for the first
three-quarters of fiscal year 1999 by $176,000 or 127.3%. This is due to
increased debt carried by the Company in connection with the purchase of real
property in Newtown, Connecticut.

      Other Income. Other income for the nine months ended March 31, 1999
decreased $83,000 or 114.4% compared to the nine months ended March 31, 1998. In
the second quarter of fiscal 1998 the Company recognized approximately $62,000
resulting in the forgiveness by Tooltex vendors of debts owed. No such
forgiveness was granted in the current fiscal year.

      Income Taxes. The absence of a provision in the 9 months ended March 31,
1999 resulted from a reduction in the deferred tax valuation allowance
established


                                       8
<PAGE>

in fiscal 1998. For income tax purposes, the Company has sufficient net
operating loss carryforwards available to offset taxable income generated to
date.

LIQUIDITY AND CAPITAL RESOURCES

Operations of the Company used approximately $280,000 during the nine months
ended March 31, 1999 as a result of increased inventory accompanied by a
reduction of accounts receivable and offset by reduction of accounts payable.
During the first three-quarters of fiscal 1999, the Company invested
approximately $64,000 in new capital equipment. The Company was able to raise
the funds necessary for these expenditures through the sale of certain
short-term investments and the financing activities described below.

On September 19, 1997, the Company entered into a new credit arrangement with a
bank and repaid loans outstanding with its previous lender. The agreement, as
amended on October 13, 1998, provides for four credit facilities, including (i)
a Bridge Loan in the original principal amount of $1,600,000, (ii) a Line of
Credit of up to $1,500,000, (iii) a term loan of $427,000, and (iv) a tax-exempt
industrial development loan in the aggregate amount of $3,810,000. The loans are
secured by substantially all of the assets of the Company, including a first
mortgage lien on the Company's manufacturing facility in Newtown, CT.

The Bridge Loan, which carried interest at the Bank's base lending rate plus
one-half percent, was repaid in full in December 1997.

The Company's principal outside source of working capital is a $1,500,000 bank
credit facility. The Line of Credit bears interest, as amended, at the Bank's
base lending rate (7.75% at March 31, 1999). Advances under the Line of Credit
are at the Bank's sole discretion. The entire principal balance of the Line of
Credit, which at March 31, 1999 was $1,465,101, will mature and be due and
payable upon the demand of the Bank. The borrowings under the Line of Credit may
be prepaid in whole or in part, without premium or penalty, at any time.

The proceeds of the Term Loan refinanced a term loan with another bank with
interest and principal totaling $427,000. The outstanding principal amount of
the Term Loan at March 31, 1999 was $270,015, which bears interest, as amended,
at the Bank's base lending rate (7.75% at March 31, 1999). The remaining balance
is to be paid in monthly installments of $6,279 and the entire remaining
principal balance will mature and be due and payable on October 1, 2002. The
terms and conditions under which Sonics may prepay all or any portion of the
Term Loan are the same as for the Line of Credit discussed above.

In December 1997, the Company issued Industrial Revenue Bonds through the
Connecticut Development Authority in the amount of $3,810,000. The outstanding
principal amount of the Industrial Revenue Bond at March 31, 1999 was
$3,793,289, which bears interest at a rate of 5.81%. The bonds were purchased by
the Company's current lender pursuant to the credit agreement. The proceeds were
used in part to (i) pay in full the outstanding interest and principal due on
the Bridge Loan discussed above (ii) purchase and preparation of the Company's
new facilities, and (iii) to purchase new machinery and equipment. The Company
has used a total of $3,208,000 of the proceeds for these purposes through March
31, 1999. Unapplied funds have been invested in short-term securities and are to
be used to repay interest and principal due under the Industrial Revenue Bond.
The Bonds, held by the Bank, mature in November 2017, and bear interest at 75%
of the Bank's base lending rate (5 4/5% at March 31, 1999). In January 1999, the
Company began to redeem the principal in 228 equal monthly installments of
$16,700. The bondholder, however, may make written demand for redemption of all
or a part of outstanding principal and accrued interest commencing in December
2000. In connection with the IRB loan, the Company maintains a compensating
balance of $400,000 with the Bank. These funds are invested in U. S. Treasury
Bonds.

Tooltex's principal credit facility is a term note in the original principal
amount of $461,000, and is guaranteed by the Company. The loan is payable in
forty-eight monthly installments of $9,604 plus interest at the prime rate plus
1 1/2%. The outstanding principal of the note at March 31, 1999 was $259,000.
The loan is secured by a first lien on the assets of Tooltex and is subject to
various covenants.

The Company instituted cost cutting measures in the form of lay-offs effective
September 25, 1998. In total, the Company reduced staffing by 11 people, or 9%,
through these lay-offs and attrition, primarily in the manufacturing and sales
departments.


                                       9
<PAGE>

Management has initiated a company-wide program to prepare the Company's
computer systems and applications for the year 2000, as well as identify
critical third parties, which the Company relies upon to operate its business to
assess their readiness for the year 2000. Management has determined that the
main computer systems that the Company relies upon to manage its operations are
year 2000 compliant. In addition, since the Company's products do not have an
internal date/clock, the year 2000 bug does not affect them. The Company has not
had the need to incur any material costs in preparation for the year 2000.
Management cannot presently estimate any future costs of this program; however
such costs are not currently expected to be material to the Company's operations
or financial condition. The Company is currently contacting its major vendors to
assess their readiness for the year 2000. Presently, the Company is not aware of
any key vendors or customers, whose potential inability to achieve year 2000
compliance in time would have a material adverse effect to the operations of the
Company. There can be no assurance, however, that the systems of other companies
which the Company's systems rely upon will be timely converted, or that such
failure to convert by another company would not have a material adverse effect
on the Company's systems and results of operations.


                                       10
<PAGE>

PART II - OTHER INFORMATION

Item 2. Change in Securities.

(d)   The Company completed its initial public offering of securities pursuant
      to a registration statement (No. 33 96414) that was declared effective on
      February 26, 1996. As of April 1, 1999, the Company has applied proceeds
      from the offering in the following approximate amounts to the following
      categories.

                                                             Amount of Payments
                                                             ------------------
         Repayment of Indebtedness                               $1,670,000
         Acquisition of other business                               92,000
         Working capital and corporate use                        2,071,000
                                                                 ----------
         Total                                                   $3,833,000
                                                                 ==========

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

(a)   Exhibits.

3(i)        Certificate of Incorporation of the Registrant, as amended
            (incorporated by reference from Exhibit 3.1 of Amendment No. 3 to
            Registration Statement No. 33-96414).

3(ii)       Amended By-laws of the Registrant (incorporated by reference from
            Exhibit 3.2 of Registration Statement No. 33-96414).

10(i)       Form of Employment Agreement between the Registrant and Robert S.
            Soloff (incorporated by reference from Exhibit 10.1 of Registration
            Statement No. 33-96414).

10(ii)      1995 Incentive Stock Option Plan and form of Stock Option Agreement
            (incorporated by reference from Exhibit 10.3 of Registration
            Statement No. 33-96414).

10(iii)     Lease between Registrant and Aston Investment Associates (Aston, PA)
            (incorporated by reference from Exhibit 10.5 of Registration
            Statement No. 33-96414).

10(iv)      Amended lease between Registrant and Robert Lenert (Naperville, IL)
            (incorporated by reference from Exhibit 10.6 of Amendment No. 4 to
            Registration Statement No. 33-96414).

10(v)       Lease between Registrant and Janine Berger (Gland, Switzerland)
            (incorporated by reference from Exhibit 10.7 of Registration
            Statement No. 33-96414).

10(vi)      Form of Sales Representation Agreement (incorporated by reference
            from Exhibit 10.8 of Registration Statement No. 33-96414).

10(vii)     Form of Sales Distribution Agreement (incorporated by reference from
            Exhibit 10.9 of Registration Statement No. 33-96414).

10(viii)    Agreement and Plan of Merger, dated as of July 25, 1997, among the
            Registrant, SM Sub, Inc., Tooltex, Inc., and the persons designated
            as the shareholders thereon (excluding schedules and annexes). A
            list of omitted schedules and annexes appears on pages iv and v of
            the Agreement and Plan of Merger. The Registrant hereby undertakes
            to furnish supplementally a copy of any omitted schedule and annex
            to the Commission upon request. (Incorporated by reference from
            Exhibit 2(a) of the Registrant's Form 8-K dated July 25, 1997).

10(ix)      Agreement of Merger, dated as of July 25, 1997, among the
            Registrant, SM Sub, Inc. and Tooltex, Inc. (incorporated by
            reference from Exhibit 2(b) of the Registrant's Form 8-K dated July
            25, 1997).

10(x)       Credit Agreement, dated September 19, 1997, between Brown Brothers
            Harriman & Co. and Registrant (incorporated by reference from
            Exhibit 10 (xii) of the Registrant's Form 10KSB for the year ended
            June 30, 1997).

10(xi)      Term Loan Note of Registrant, dated September 19, 1997, payable to
            the order of Brown Brothers Harriman & Co. in the original principal
            amount of $427,000 (incorporated by reference from Exhibit 10 (xiii)
            of the Registrants Form 10KSB for the year ended June 30, 1997).

10(xii)     Line of Credit Note of Registrant, dated September 19, 1997, payable
            to the order of Brown Brothers Harriman & Co. in the original
            principal amount of $1,500,000 (incorporated by reference from
            Exhibit 10 (xiv) of the Registrants Form 10KSB for the year ended
            June 30, 1997).

10(xiii)    Intentionally deleted

10(xiv)     Open-End Mortgage Deed from Registrant to Brown Brothers Harriman &
            Co. dated September 19, 1997 (incorporated by reference from Exhibit
            10 (xvi) of the Registrants Form 10KSB for the year ended June 30,
            1997).

10(xv)      General Security Agreement from Registrant to Brown Brothers
            Harriman & Co. dated September 19, 1997 (incorporated by reference
            from Exhibit 10 (xvii) of the Registrants Form 10KSB for the year
            ended June 30, 1997).

10(xvi)     Loan Agreement between Connecticut Development Authority and Sonics
            & Materials dated December 1, 1997 (incorporated by reference from
            Exhibit 10 (xvi) of the Registrants Form 10KSB for the year ended
            June 30, 1998).

10(xvii)    Indenture of Trust between Connecticut Development Authority and
            Sonics & Materials, Inc. dated December 1, 1997 (incorporated by
            reference from Exhibit 10 (xvii) of the Registrants Form 10KSB for
            the year ended June 30, 1998).

10(xviii)   Tax Regulatory Agreement between Connecticut Development Authority
            and Sonics & Materials, Inc., and Brown Brothers Harriman Trust
            Company as Trustee dated December 12, 1997 (incorporated by
            reference from Exhibit 10 (xvii) of the Registrants Form 10KSB for
            the year ended June 30, 1998).

21          Subsidiaries of the Registrant (incorporated by reference from
            Exhibit 21 of the Registrants Form 10KSB for the year ended June 30,
            1998).

27          Financial Data Schedule (filed herewith).


                                       11
<PAGE>

(b) The Company filed a Form 8-K on April 27, 1999, reporting the Company's
delisting from the Nasdaq SmallCap Market for failure to satisfy the minimum bid
maintenance requirement and the minimum market capitalization maintenance
requirement. The Company also reported its subsequent listing on the Over The
Counter Bulletin Board (OTCBB).


                                       12
<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:          May 14, 1999               By /s/ ROBERT S. SOLOFF
     ----------------------------            -----------------------------------
                                             Robert S. Soloff
                                             President, Chief Executive Officer,
                                             Chief Financial Officer            


                                       13
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                    Location of Exhibit in
  No.                            Description                             Sequential Numbering System
<S>              <C>                                              <C>
3(i)             Certificate of Incorporation of the              Incorporated by reference from Exhibit 
                 Registrant, as amended.                          3.1 of Amendment No. 3 to Registration 
                                                                  Statement No. 33-96414                 

3(ii)            Amended By-laws of the Registrant.               Incorporated by reference from Exhibit
                                                                  3.2 of Registration Statement No. 33-96414

10(I)            Form of Employment Agreement between the         Incorporated by reference from Exhibit
                 Registrant and Robert S. Soloff.                 10.1 of Registration Statement No. 33-96414

10(ii)           1995 Incentive Stock Option Plan and form        Incorporated by reference from Exhibit
                 of Stock Option Agreement.                       10.3 of Registration Statement No. 33-96414

10(iii)          Lease between Registrant and Aston               Incorporated by reference from Exhibit
                 Investment Associates (Aston, PA).               10.5 of Registration Statement No. 33-96414

10(iv)           Amended lease between Registrant and             Incorporated by reference from Exhibit      
                 Robert Lenert (Naperville, IL).                  10.6 of Amendment No. 4 to Registration     
                                                                  Statement No. 33-96414                      

10(v)            Lease between Registrant and Janine Berger       Incorporated by reference from 10.7 of
                 (Gland, Switzerland).                            Registration Statement No. 33-96414

10(vi)           Form of Sales Representation Agreement.          Incorporated by reference from Exhibit
                                                                  10.8 of Registration Statement No. 33-96414

10(vii)          Form of Sales Distribution Agreement.            Incorporated by reference from Exhibit       
                                                                  10.9 of Registration Statement No. 33-96414  

10(viii)         Agreement and Plan of Merger, dated as of        Incorporated by reference from Exhibit    
                 July 25, 1997, among the Registrant, SM          2(a) of Registrant's Form 8-K dated July  
                 Sub, Inc., Tooltex, Inc., and the persons        25, 1997                                  
                 designated as the shareholders thereon            
                 (excluding schedules and annexes).  A list 
                 of omitted schedules and annexes appears   
                 on pages iv and v of the Agreement and     
                 Plan of Merger.  The Registrant hereby     
                 undertakes to furnish supplementally a     
                 copy of any omitted schedule and annex to  
                 the Commission upon request. .             

10(ix)           Agreement of Merger, dated as of July 25,        Incorporated by reference from Exhibit
                 1997, among the Registrant, SM Sub, Inc.         2(b) of the Registrant's Form 8-K dated
                 and Tooltex, Inc.                                July 25, 1997).

10(x)            Credit Agreement, dated September 19,            Incorporated by reference from Exhibit
                 1997, between Brown Brothers Harriman &          10 (xii) of the Registrant's Form 10-KSB
                 Co. and Registrant                               for the year ended June 30, 1997

10(xi)           Term Loan Note of Registrant, dated              Incorporated by reference from Exhibit   
                 September 19, 1997, payable to the order         10 (xiii) of the Registrant's Form       
                 of Brown Brothers Harriman & Co. in the          10-KSB for the year ended June 30, 1997  
                 original principal amount of $427,000.           

10(xii)          Line of Credit Note of Registrant, dated         Incorporated by reference from Exhibit   
                 September 19, 1997, payable to the order         10 (xiii) of the Registrant's Form       
                 of Brown Brothers Harriman & Co. in the          10-KSB for the year ended June 30, 1997  
                 original principal amount of $1,500,000.         

10(xiii)         Intentionally deleted

10(xiv)          Open-End Mortgage Deed from Registrant to        Incorporated by reference from Exhibit
                 Brown Brothers Harriman & Co. dated              10 (xiv) of the Registrant's Form 10-KSB
                 September 19, 1997.                              for the year ended June 30, 1997

10(xv)           General Security Agreement from Registrant       Incorporated by reference from Exhibit
                 to Brown Brothers Harriman & Co. dated           10 (xvii) of the Registrant's Form
                 September 19, 1997.                              10-KSB for the year ended June 30, 1997

10(xvi)          Loan Agreement between Connecticut               Incorporated by reference from Exhibit
                 Development Authority and Sonics &               10 (xvi) of the Registrants Form 10-KSB
                 Materials dated December 1, 1997                 for the year ended June  30, 1998

10(xvii)         Indenture of Trust between Connecticut           Incorporated by reference from Exhibit
                 Development Authority and Sonics &               10 (xvii) of the Registrants Form 10-KSB
                 Materials, Inc. dated December 1, 1997           for the year ended June  30, 1998

10(xviii)        Tax Regulatory Agreement between                 Incorporated by reference from Exhibit     
                 Connecticut Development Authority and            10 (xviii) of the Registrants Form         
                 Sonics & Materials, Inc., and Brown              10-KSB for the year ended June  30, 1998   
                 Brothers Harriman Trust Company as Trustee       
                 dated December 12, 1997                          

21               Subsidiaries of the Registrant                   Incorporated by reference from Exhibit    
                                                                  21 of the Registrants Form 10-KSB for      
                                                                  the year ended June  30, 1998              

27               Financial Data Schedule.                         Filed herewith                            
</TABLE>


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