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

                                  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 September 30, 1998

                                       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:

                         Yes |X|                 No |_|

      As of November 10, 1998, there were 3,520,100 shares of the Registrant's
Common Stock outstanding.

      Transitional Small Business Disclosure Format (Check one):

                         Yes |_|                 No |X|

================================================================================
<PAGE>

PART I - FINANCIAL INFORMATION                                          Page No.

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

                  Consolidated Condensed Statements of Income -
                      For the Three Months Ended
                      September 30, 1998 and 1997...........................4

                  Consolidated Condensed Statements of Cash Flows -
                      For the Three Months Ended
                      September 30, 1998 and 1997...........................5

                  Notes to Consolidated 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..........................8

Signatures..................................................................9

Index to Exhibits..........................................................10

Exhibit 27 - Financial Data Schedule.......................................11

* 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>
                                                                     September 30,      June 30,
                                                                         1998             1998
                                                                         ----             ----
                                                                      (unaudited)           *
<S>                                                                  <C>             <C>         
       ASSETS
CURRENT ASSETS
       Cash and cash equivalents                                     $    276,238    $    503,305
       Short-term investments, including restricted funds
           of $400,000 at June 30, 1998 and September 30, 1998            500,000         750,000
       Accounts receivable, net of allowance for doubtful accounts
           of $112,000 at June 30, 1998 and  September 30, 1998         2,415,599       2,370,960
       Inventories                                                      4,565,200       4,457,841
       Other current assets                                               120,366         129,287
                                                                     ------------    ------------

              Total current assets                                      7,877,403       8,211,393

PROPERTY PLANT & EQUIPMENT - NET                                        4,358,082       4,409,920

GOODWILL - NET                                                          1,040,672       1,054,547

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

OTHER ASSETS                                                              713,769         692,584
                                                                     ------------    ------------

                                                                     $ 14,299,297    $ 14,677,815
                                                                     ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Notes payable                                                 $  1,465,101    $  1,465,101
       Current maturities of long-term debt                               394,812         354,978
       Accounts payable                                                   813,063       1,004,351
       Customer Advances                                                  192,627         327,355
       Commissions payable                                                167,735         123,676
       Other accrued expenses and sundry liabilities                      512,191         600,270
                                                                     ------------    ------------

              Total current liabilities                                 3,545,529       3,875,731

LONG-TERM DEBT, net of current portion                                  4,221,863       4,345,700

COMMITMENTS

STOCKHOLDERS' EQUITY
       Common stock - par value $.03 per share; authorized,
           10,000,000 shares; issued and outstanding,
           3,520,100 shares at September 30, 1998 and
           June 30, 1998                                                  105,603         105,603
       Additional paid in capital                                       6,575,010       6,575,010
       Accumulated deficit                                               (148,708)       (224,229)
                                                                     ------------    ------------

              Total stockholders' equity                                6,531,905       6,456,384
                                                                     ------------    ------------

                                                                     $ 14,299,297    $ 14,677,815
                                                                     ============    ============
</TABLE>

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


        The accompanying notes are an integral part of these statements.
<PAGE>

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

<TABLE>
<CAPTION>
                                                For the Three Months Ended
                                                --------------------------
                                                      September 30,
                                                      -------------
                                                   1998           1997
                                                   ----           ----
<S>                                            <C>            <C>        
Net sales                                      $ 3,458,181    $ 3,116,804
Cost of sales                                    2,107,943      1,827,659
                                               -----------    -----------

Gross profit                                     1,350,238      1,289,145

Operating expenses
    Selling expense                                826,944        732,173
    General and administrative                     243,070        307,746
    Research and development                       112,141        150,502
                                               -----------    -----------

        Total operating expenses                 1,182,155      1,190,421

Other income (expense)
    Interest expense                              (111,860)       (34,578)
    Interest income                                 25,578             --
    Other                                           (6,279)         7,282
                                               -----------    -----------
                                                   (92,561)       (27,296)

Income before provision for income taxes            75,522         71,428

Provision  for income taxes                             --         15,915
                                               -----------    -----------

Net Income                                     $    75,522    $    55,513
                                               ===========    ===========

BASIC INCOME  PER SHARE
Net income per share                                  $.02           $.02
                                               ===========    ===========
Weighted average number of common and common
equivalent shares outstanding                    3,520,100      3,571,078
                                               ===========    ===========

DILUTED INCOME  PER SHARE
Net income per share                                  $.02           $.01
                                               ===========    ===========
Weighted average number of common and common
equivalent shares outstanding                    3,532,916      3,770,147
                                               ===========    ===========
</TABLE>

<PAGE>

                            Sonics & Materials, Inc.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                    For the Three Months Ended September 30,

                                                        1998           1997
                                                    -----------    -----------

Net cash used in operations                         $  (358,066)   $  (276,845)

Net cash provided by (used in) investing activities     215,002     (1,382,249)

Net cash provided by (used in) financing activities     (84,003)     1,630,847
                                                    -----------    -----------

Net decrease in cash for the period                    (227,067)       (28,246)

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

Cash and cash equivalents - at end of period        $   276,238    $   243,347
                                                    ===========    ===========

Cash paid during the period for:
       Interest                                     $   111,860    $    32,000
                                                    ===========    ===========
       Income taxes                                 $        --    $        --
                                                    ===========    ===========
<PAGE>

                            Sonics & Materials, Inc.
                   Notes to Consolidated Financial Statements
                               September 30, 1998
                                   (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 months ended September 30, 1998 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., and its wholly-owned subsidiary, Tooltex, Inc. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

      NOTE 3: 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:

<TABLE>
<CAPTION>
                                                          Basic and Diluted
                                                      Weighted Shares Outstanding
                                               For the Three Months ended September 30,
                                               ----------------------------------------
                                                        1998              1997
                                                        ----              ----
<S>                                                  <C>               <C>      
Basic shares                                         3,520,100         3,571,078
Dilution (warrants and options)                         12,816           199,069
                                                     ---------         ---------
Weighted average number of common and common                          
       equivalent shares                             3,532.916         3,770,147
                                                     =========         =========
</TABLE>
<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 ultrasonics surgical device. It is also
uncertain whether a patent will be granted for the Company's ultrasonic surgical
device, or whether any related patent litigation may hinder the Company's
ability to market the device. 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 September 30, 1998 compared to the three months ended
September 30, 1997.

      Net sales. Net sales for the quarter ended September 30, 1998 increased
$341,000 or 11.0% over the same period in fiscal 1998. This increase is
primarily the result of increased sales generated by the Company's Tooltex
subsidiary("Tooltex").

      Cost of Sales. Cost of sales increased from 58.6% of net sales for the
three months ended September 30, 1997 to 61.0% of sales for the three months
ended September 30, 1998. This increase is primarily the result of increased
sales generated by Tooltex. Tooltex primarily manufactures custom machinery with
a lower profit margin than the machinery manufactured by Sonics.

      Selling Expenses. Selling expenses for the first quarter of fiscal 1999
increased $95,000 or 12.9% over the same period in fiscal 1998. As a percentage
of net sales, selling expenses remained relatively constant, increasing from
23.5% to 23.9% over the same periods.

      General and Administrative Expenses. General and administrative expenses
for the first quarter of fiscal 1999 decreased $65,000 or 21.0% over the first
quarter of fiscal 1998. As a percentage of net sales, these expenses decreased
to 7.0% from 9.9% over the same period in fiscal 1998. This decrease is
partially the result of an annual salary reduction of approximately $84,000
taken by the President in fiscal 1999.

      Research and Development Expenses. Research and development expenses
decreased $38,000 or 25.5% over the same period in fiscal 1998. The increase was
primarily due to a reduction in labor costs and consulting expenses resulting
from the completion of the design of the Company's ultrasonic surgical device.

      Interest Expense. Total interest expense increased by $77,000 or 223.5%.
This is due to increased debt carried by the Company in connection with the
purchase of real property in Newtown, Connecticut. The Company also had higher
average borrowings on its line of credit than in the first quarter of fiscal
1998.

      Interest Income. Interest income for the first quarter of fiscal 1999
increased by $26,000 over the same period in fiscal 1998. This is the result of
the investment of the proceeds from the Industrial Revenue Bond issue. (See
Liquidity and Capital Resources.)

<PAGE>

      Income Taxes Total income tax expense for the three months ended September
30, 1998 decreased $16,000 or 100.0% compared to the three months ended
September 30, 1997. The absence of a provision in the first quarter of fiscal
1999 is the result of a net operating loss carryforward from fiscal 1998.

LIQUIDITY AND CAPITAL RESOURCES

Operations of the Company used approximately $358,000 during the three months
ended September 30, 1998 as a result of increased inventory and accounts
receivable accompanied by a reduction of accounts payable. During the first
quarter of fiscal 1999, the Company invested approximately $35,000 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 (8.25% at September 30, 1998). Advances under the Line of
Credit are at the Bank's sole discretion. The entire principal balance of the
Line of Credit, which at September 30, 1998 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 September 30, 1998 is $307,691, which bears interest, as
amended, at the Bank's base lending rate (8.25% at September 30, 1998). 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 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 $2,157,000 of the proceeds for these
purposes through September 30, 1998. 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 (6 3/16%
at September 30, 1998). The Company is to begin to redeem the principal in 228
equal monthly installments of $16,700 beginning January 1999. 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 loan is secured by a first lien on the assets of Tooltex and is
subject to various covenants.
<PAGE>

The Company has instituted cost cutting measures in the form of lay-offs
effective September 25, 1998. In total, the Company has reduced staffing by 11
people, or 9%, through these lay-offs and attrition, primarily in the
manufacturing and sales departments. Through these staffing cuts and other cost
saving measures to be put in place by Tooltex in the second quarter of fiscal
1999, the Company expects to save approximately $643,000 annually. In connection
with the cost cutting measures, the Company incurred a one-time charge of
approximately $48,000.

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, they are not affected by the year 2000 bug. 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.

In June 1997, SFAS 130, "Reporting Comprehensive Income," and SFAS 131,
"Disclosures About Segments of an Enterprise and Related Information," were
issued. SFAS 130 addresses standards for reporting and display of comprehensive
income and its components, and SFAS 131 requires disclosure of reportable
operating segments. In February 1998, SFAS 132, "Employers' Disclosures About
Pensions and Other Post-retirement Plans" was issued. SFAS 132 standardizes
pension disclosures. These statements are effective in fiscal 1999. The Company
will be reviewing these pronouncements to determine their applicability, if any.
<PAGE>

PART II - OTHER INFORMATION

Item 2. Change in Securities.

(d)   The Company completed its initial public offering of securities pursuant
      to a registrations statement (No. 33 96414) that was declared effective on
      February 26, 1996. As of November 1, 1998, 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                   1,519,000
                                                     ------------------
               Total                                      3,281,000

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).
<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: November 10, 1998                   By  /s/ ROBERT S. SOLOFF
     -------------------                     -----------------------------------
                                             Robert S. Soloff
                                             President, Chief Executive Officer,
                                             Chief Financial Officer
<PAGE>

                                 EXHIBIT INDEX

Exhibit                                              Location of Exhibit in
  No.                  Description                 Sequential Numbering System
          
3(i)      Certificate of Incorporation of the    Incorporated by reference from
          Registrant, as amended.                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   Incorporated by reference from
          the Registrant and Robert S. Soloff.   Exhibit 10.1 of Registration
                                                 Statement No. 33-96414
          
10(ii)    1995 Incentive Stock Option Plan and   Incorporated by reference from
          form of Stock Option Agreement.        Exhibit 10.3 of Registration
                                                 Statement No. 33-96414
          
10(iii)   Lease between Registrant and Aston     Incorporated by reference from
          Investment Associates (Aston, PA).     Exhibit 10.5 of Registration
                                                 Statement No. 33-96414
          
10(iv)    Amended lease between Registrant and   Incorporated by reference from
          Robert Lenert (Naperville, IL).        Exhibit 10.6 of Amendment No. 4
                                                 to Registration Statement No.
                                                 33-96414
          
10(v)     Lease between Registrant and Janine    Incorporated by reference from
          Berger (Gland, Switzerland).           10.7 of Registration Statement
                                                 No. 33-96414
          
10(vi)    Form of Sales Representation           Incorporated by reference from
          Agreement.                             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    Incorporated by reference from
          as of July 25, 1997, among the         Exhibit 2(a) of Registrant's
          Registrant, SM Sub, Inc., Tooltex,     Form 8-K dated July 25, 1997
          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. 
          
10(ix)    Agreement of Merger, dated as of July  Incorporated by reference from
          25, 1997, among the Registrant, SM     Exhibit 2(b) of the
          Sub, Inc. and Tooltex, Inc.            Registrant's Form 8-K dated 
                                                 July 25, 1997).

10(x)     Credit Agreement, dated September 19,  Incorporated by reference from
          1997, between Brown Brothers Harriman  Exhibit 10 (xii) of the
          & Co. and Registrant                   Registrant's Form 10-KSB for 
                                                 the year ended June 30, 1997
          
10(xi)    Term Loan Note of Registrant, dated    Incorporated by reference from
          September 19, 1997, payable to the     Exhibit 10 (xiii) of the
          order of Brown Brothers Harriman &     Registrant's Form 10-KSB for
          Co. in the original principal amount   the year ended June 30, 1997
          of $427,000.
          
10(xii)   Line of Credit Note of Registrant,     Incorporated by reference from
          dated September 19, 1997, payable to   Exhibit 10 (xiii) of the
          the order of Brown Brothers Harriman   Registrant's Form 10-KSB for
          & Co. in the original principal        the year ended June 30, 1997
          amount of $1,500,000.
          
10(xiii)  Intentionally deleted
          
10(xiv)   Open-End Mortgage Deed from            Incorporated by reference from
          Registrant to Brown Brothers Harriman  Exhibit 10 (xiv) of the
          & Co. dated September 19, 1997.        Registrant's Form 10-KSB for
                                                 the year ended June 30, 1997
          
10(xv)    General Security Agreement from        Incorporated by reference from
          Registrant to Brown Brothers Harriman  Exhibit 10 (xvii) of the
          & Co. dated September 19, 1997.        Registrant's Form 10-KSB for
                                                 the year ended June 30, 1997
          
10(xvi)   Loan Agreement between Connecticut     Incorporated by reference from
          Development Authority and Sonics &     Exhibit 10 (xvi) of the
          Materials dated December 1, 1997       Registrants Form 10-KSB for the
                                                 year ended June 30, 1998
          
10(xvii)  Indenture of Trust between             Incorporated by reference from
          Connecticut Development Authority and  Exhibit 10 (xvii) of the
          Sonics & Materials, Inc. dated         Registrants Form 10-KSB for the
          December 1, 1997                       year ended June 30, 1998
          
10(xviii) Tax Regulatory Agreement between       Incorporated by reference from
          Connecticut Development Authority and  Exhibit 10 (xviii) of the
          Sonics & Materials, Inc., and Brown    Registrants Form 10-KSB for the
          Brothers Harriman Trust Company as     year ended June 30, 1998
          Trustee dated December 12, 1997
          
21        Subsidiaries of the Registrant (filed  Incorporated by reference from
          herewith).                             Exhibit 21 of the Registrants
                                                 Form 10-KSB for the year ended
                                                 June 30, 1998

27        Financial Data Schedule.               Filed herewith