SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12

MISONIX, INC.
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(Name of Registrant as Specified In Its Charter)

------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)

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[X] No fee required.

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

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4) Date Filed:

MISONIX, INC.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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January 22, 2002

To the Shareholders of
MISONIX, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MISONIX,
INC., a New York corporation (the "Company"), will be held at the Huntington
Hilton Hotel, 598 Broad Hollow Road, Melville, New York 11747 on Tuesday,
January 22, 2002 at 10:00 a.m., or at any adjournment thereof, for the following
purposes:

1. To elect four Directors to the Board of Directors;

2. To ratify the selection of Ernst & Young, LLP as the Company's
independent accountants; and

3. To consider and act upon such other business as may properly come
before this meeting or any adjournment thereof.

The above matters are set forth in the Proxy Statement attached to this
Notice to which your attention is directed.

Only shareholders of record on the books of the Company at the close of
business on December 14, 2001 will be entitled to vote at the Annual Meeting of
Shareholders or at any adjournment thereof. You are requested to sign, date and
return the enclosed Proxy at your earliest convenience in order that your shares
may be voted for you as specified.

By Order of the Board of Directors

RICHARD ZAREMBA
Secretary

Dated: December 21, 2001
Farmingdale, New York

MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735

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PROXY STATEMENT

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ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 22, 2002

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The Annual Meeting of Shareholders of MISONIX, INC. (the "Company")
will be held on Tuesday, January 22, 2002 at the Huntington Hilton Hotel, 598
Broad Hollow Road, Melville, New York 11747 at 10:00 a.m. for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. The enclosed
proxy is solicited by and on behalf of the Board of Directors of the Company for
use at the Annual Meeting of Shareholders to be held on January 22, 2002 and at
any adjournments of such meeting. The approximate date on which this proxy
statement and the enclosed proxy are being first mailed to shareholders is
December 21, 2001.

If a proxy in the accompanying form is duly executed and returned, the
shares represented by such proxy will be voted as specified. Any person
executing a proxy may revoke it prior to its exercise either by letter directed
to the Company or in person at the Annual Meeting.

VOTING RIGHTS

On December 14, 2002 (the "Record Date"), the Company had outstanding 6,056,600
shares of its only class of voting securities, namely common stock, $.01 par
value per share (the "Common Stock"). Shareholders are entitled to one vote for
each share registered in their names at the close of business on the Record
Date. The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of Directors and the ratification of Ernst
& Young, LLP as the Company's independent accountants; on all other matters
which may come before the Annual Meeting, the affirmative vote of a majority of
the votes cast at the Annual Meeting is required. For purposes of determining
whether proposals have received a majority vote, abstentions will not be
included in the vote totals and, in instances where brokers are prohibited from
exercising discretionary authority for beneficial owners who have not returned a
proxy ("broker non-votes"), those votes will not be included in the vote totals.
Therefore, abstentions and broker non-votes will be counted in the determination
of a quorum and will have no effect on the vote for the election of Directors or
ratification of Ernst & Young.

SECURITY OWNERSHIP

The following table sets forth as of December 14, 2001 certain
information with regard to the ownership of the Company's Common Stock by (i)
each beneficial owner of more than 5% of the Company's Common Stock; (ii) each
Director and nominee for Director; (iii) each executive officer named in the
"Summary Compensation Table" below; and (iv) all executive officers and
Directors of the Company as a group. Unless otherwise stated, the persons named
in the table have sole voting and investment power with respect to all Common
Stock shown as beneficially owned by them.

Common Stock Percent
Name and Address(1) Beneficially Owned of Class

Howard Alliger 789,608 (2) 12.8%

Gary Gelman 753,500 (3) 11.3%

V4, Inc. 590,000 (4) 9.7%

Michael A. McManus, Jr. 496,950 (5) 7.7%

Dan Purges 381,597 (6) 6.3%

Ronald Manna 112,844 (7) 1.8%

Arthur Gerstenfeld 98,600 (8) 1.6%

Richard Zaremba 41,370 (9) *

Christopher Thomas 21,262(10) *

Kenneth Coviello 7,200(11) *

All executive officers and Directors 2,294,434(12) 31.1%(13)
as a group (eight persons)

- ----------
*Less than 1%

(1) Except as otherwise stated, the business address of each of the named
individuals in this table is c/o MISONIX, INC., 1938 New Highway,
Farmingdale, New York 11735.

(2) Includes 115,000 shares of Common Stock which Mr. Alliger has the right to
acquire upon exercise of stock options which are currently exercisable.

(3) Includes 603,500 shares of Common Stock which Mr. Gelman has the right to
acquire upon exercise of stock options which are currently exercisable.

(4) The business address of V4, Inc. is 201 South Orange Avenue, Orlando,
Florida 32801.

(5) Includes 425,000 shares of Common Stock which Mr. McManus has the right to
acquire upon exercise of stock options which are currently exercisable.

(6) The business address of Mr. Purges is c/o First Allied Securities, Inc.,
200 Park Avenue, New York, New York 10166.

(7) Includes 60,000 shares of Common Stock which Mr. Manna has the right to
acquire upon exercise of stock options which are currently exercisable.

(8) Includes 58,000 shares of Common Stock which Mr. Gerstenfeld has the right
to acquire upon exercise of stock options which are currently exercisable.

(9) Includes 22,500 shares of Common Stock which Mr. Zaremba has the right to
acquire upon exercise of stock options which are currently exercisable.

(10) Includes 34,500 shares of Common Stock which Mr. Thomas has the right to
acquire upon exercise of stock options which are currently exercisable.

(11) Includes 5,000 shares of Common Stock which Mr. Coviello has the right to
acquire upon exercise of stock options which are currently exercisable.

(12) Includes the shares of Common Stock indicated in notes (2), (3), (5), (7),
(8), (9), (10) and (11).

(13) Based upon 6,049,115 outstanding shares of Common Stock and presently
exercisable options to acquire 1,318,500 shares of Common Stock held by the
persons noted.

PROPOSAL ONE

ELECTION OF DIRECTORS

The Company currently has four Directors, all of whom are to be elected
at the Annual Meeting. The term of each Director expires at the Annual Meeting,
with Messrs. Alliger, Gelman, Gerstenfeld and McManus standing for reelection
for a term of one year. The following table contains information regarding all
Directors and executive officers of the Company:

Director
Name Age Position with Company Since
- ---- --- -------------------- -----

Gary Gelman 54 Chairman of the Board 1995
Of Directors
Howard Alliger 74 Director 1971
Arthur Gerstenfeld 73 Director 1992
Michael A. McManus, Jr. 58 Director, President and 1998
Chief Executive Officer
Richard Zaremba 46 Vice President, Chief --
Financial Officer, Secretary
and Treasurer
Kenneth Coviello 49 Vice President - Medical Marketing --
and Sales
Ronald Manna 47 Vice President - Operations --
Christopher Thomas 38 Vice President - Mystaire Products --
Bernhard Berger 38 Vice President - Industrial/Scientific --
Products

Principal Occupations and Business Experience of Directors and
Executive Officers

The following is a brief account of the business experience for the
past five years of the Company's Directors:

Gary Gelman, the founder of American Claims Evaluation, Inc., a publicly traded
company engaged in auditing hospital bills and providing vocational
rehabilitational counseling, has been Chairman of the Board and a Director of
that company for more than ten years. Since 1973, Mr. Gelman has also been Chief
Executive Officer of American Para Professional Systems, Inc., a privately held
entity, which provides nurses who perform physical examinations of applicants
for life and/or health insurance for insurance companies. He received a BA
degree from Queens College. Mr. Gelman became Chairman of the Board of the
Company in March 1996.

Howard Alliger founded the Company's predecessor in 1955 and the Company was a
sole proprietorship until 1960. The Company name then was Heat
Systems-Ultrasonics. Mr. Alliger was President of the Company until 1982 and
Chairman of the Board until 1996. He has been awarded 25 patents and has
published various papers on ultrasonic technology. In 1959, Mr. Alliger sold the
first sonicator in the United States. For three years, ending in 1991, Mr.
Alliger was the President of the Ultrasonic Industry Association. Mr. Alliger
holds a BA degree in economics from Allegheny College and attended Cornell
University School of Engineering for four years. He has also established, and is
President of, two privately held entities which are engaged in pharmaceutical
research and development.

Arthur Gerstenfeld is currently Professor of Industrial Engineering and
Professor of Management at Worcester Polytechnic Institutes, Worcester,
Massachusetts. Dr. Gerstenfeld received his Ph.D. and Masters degrees from
Massachusetts Institute of Technology (Sloan School of Management). He has
edited and authored seven books and approximately forty articles focusing on
innovation and productivity. Dr. Gerstenfeld's industry experience has been as
founder, CEO, and Chairman of the Board of UFA, Inc. He is the holder of four
patents on which that company is based.

Mr. McManus was President and Chief Executive Officer of Jamcor Pharmaceuticals
Inc. Mr. McManus served as an Assistant to the President of the United States
from 1982 to 1985 and held positions with Pfizer Inc. and Revlon Group. Mr.
McManus received a BA in economics from the University of Notre Dame and a JD
from the Georgetown University Law Center. He serves as a member of the Board of
Directors of the United States Olympic Committee, Document Imaging System,
Corp., National Wireless Holdings, Inc., and Novavax, Inc.

The Board of Directors unanimously recommends a vote FOR the election of these
nominees as Directors.

The following is a brief account of the business experience for the
past five years of the Company's executive officers.

Michael A. McManus, Jr. became President and Chief Executive Officer of the
Company on October 30, 1998. Prior to this, he served as President and Chief
Executive Officer of New York Bancorp Inc. from 1991 through March 1998 and as a
director of such company from 1990 through March 1998. He also served as
President and Chief Executive Officer of Home Federal Savings Bank, the
principal subsidiary of New York Bancorp Inc., from February 1995 through
March 1998. From 1990 through November 1991, Mr. McManus was President and Chief
Executive Officer of Jamcor Pharmaceuticals Inc. Mr. McManus served as an
Assistant to the President of the United States from 1982 to 1985 and held
positions with Pfizer Inc. and Revlon Group. Mr. McManus received a BA in
economics from the University of Notre Dame and a JD from the Georgetown
University Law Center. He serves as a member of the Board of Directors of the
United States Olympic Committee, Document Imaging System, Corp., National
Wireless Holdings, Inc., and Novavax, Inc.

Richard Zaremba became Vice President and Chief Financial Officer in February
1999. Mr. Zaremba became Secretary and Treasurer in March 1999. From March 1995
to February 1999, he was the Vice President and Chief Financial Officer of
Converse Information Systems, Inc., a manufacturer of digital voice recording
systems. Previously, Mr. Zaremba was Vice President and Chief Financial Officer
of Miltope Group, Inc., a manufacturer of electronic equipment. Mr. Zaremba is a
licensed certified public accountant in the State of New York and holds BBA and
MBA degrees in Accounting from Hofstra University.

Kenneth Coviello became Vice President - Medical Marketing and Sales in June
2000. Prior to joining the Company, he was Vice President-Sales and Marketing at
FNC Medical Corp. Mr. Coviello was Vice President of Graham Field Health
Products, Inc. from 1992 to 1998 and President of Lumex, a medical products
manufacturer and a division of Lumex/Cybex Inc., from 1986 to 1991. Mr. Coviello
holds a BS degree in Marketing from Long Island University.

Ronald Manna became Vice President - Operations of the Company in September
1989. For more than three years prior thereto, Mr. Manna served as the Director
of Engineering of the Company. Mr. Manna holds a BS degree in mechanical
engineering from Hofstra University.

Bernhard Berger became Vice President - Industrial/Scientific Products in May
2001. Mr. Berger has approximately 20 years of sales and engineering experience
in Ultrasound Products and Process Control Instrumentation. From 1995 through
2000, he was Sales Manager-Worldwide for the Ultrasonic Product Division of
Introltek International, an Edgewood, New York-based manufacturer of Process
Control Instrumentation. Mr. Berger holds a BS degree in Chemistry from Adelphi
University.

Christopher Thomas became Vice President - Mystaire Products in January 1999.
For three years prior thereto, he served as Director of Air Pollution
Technology. Prior to his employment with the Company, Mr. Thomas was an account
representative for the Business Imaging Systems Division of Eastman Kodak
Company. Mr. Thomas holds a BS degree in General Science from Villanova
University.

* * *

Meetings of the Board of Directors

During the fiscal year ended June 30, 2001, the Board of Directors held
four meetings and the Stock Option Committees held one meeting. The Audit
Committee met four times and the Compensation

Committee met once during the last fiscal year. No Director attended less than
75% of the aggregate of the total number of meetings of the Board of Directors
and meetings of Committees of which they were a member that were held during the
Company's last fiscal year.

Committees of the Board

Currently, the only standing committees of the Board of Directors of
the Company are its Stock Option Committees, the Audit Committee and the
Compensation Committee. The Stock Option Committee for both the 1996 Employee
Stock Option Plan, the 1998 Employee Stock Option Plan and the 2001 Employee
Stock Option Plan consists of Messrs. Gelman, Alliger and Gerstenfeld. The Stock
Option Committees for both the 1991 Employee Stock Option Plan and the 1996
Non-Employee Director Stock Option Plan consist of Messrs. Gelman, McManus,
Alliger and Gerstenfeld, the entire Board of Directors. The Stock Option
Committees are responsible for administering the Company's stock option plans.

The Audit Committee consists of Messrs. Gelman and Gerstenfeld. The
functions of the Audit Committee are to recommend to the Board of Directors the
selection, retention, or termination of its independent accountants; determine
through consultation with management the appropriateness of the scope of the
various professional services provided by the independent accountants, and
consider the possible effect of the performance of such services on the
independence of the accountants; review the arrangements and the proposed
overall scope of the annual audit with management and the independent
accountants; discuss matters of concern to the Audit Committee with the
independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management, the independent
accountants and the Chief Financial Officer their separate opinions as to the
adequacy of the Company's system of internal accounting control; review with
management and the independent accountants the recommendations made by the
accountants with respect to changes in accounting procedures and internal
accounting control; discuss with management any concerns the Audit Committee may
have with regard to the Company's business practices; hold regularly scheduled
meetings, separately and jointly, with representatives of management, the
independent accountants and the Chief Financial Officer to make inquiries into
and discuss their activities; and review the overall activities of the Company's
internal auditors. Our Board of Directors has determined that all members of the
Audit Committee are "independent" as defined by the standards of the NASDAQ
National Market. A copy of the written charter of the Audit Committee, as
adopted by our Board of Directors, is annexed to this proxy statement as Exhibit
"A".

The Compensation Committee consists of Messrs. Gelman and Alliger. The
Compensation Committee is responsible for considering and authorizing
remuneration arrangements for senior management.

Director Compensation

Each non-employee Director receives an annual fee of $20,000. In
addition, Mr. Gelman receives a special Chairman's fee of $15,000 per year. For
the fiscal year ended June 30, 2001, there were 25,000 options granted to each
of Messrs. Alliger and Gerstenfeld and 50,000 options granted to Mr. Gelman.
Each non-employee Director is also reimbursed for reasonable expenses incurred
while traveling to attend meetings of the Board of Directors or while traveling
in furtherance of the business of the Company.

AUDIT COMMITTEE

The Audit Committee has furnished the following report. The information
contained in the "Audit Committee Report" is not to be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor is
such information to be incorporated by reference into any future filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that the Company specifically incorporates it
by reference into such filing.

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial
statements contained in our Annual Report on Form 10-K for the year ended June
30, 2001 with our management; has discussed with

the independent accountants the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU 380); has discussed with
the independent accountants the independent accountants' independence; and has
received written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees).

Based on the review and discussions of the above, the Audit Committee
recommended to our Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended June 30,
2001, for filing with the Securities and Exchange Commission.

Reported upon by the Audit Committee
Mr. Gary Gelman
Mr. Arthur Gerstenfeld

EXECUTIVE COMPENSATION

The following report and the performance graph on page 11 do not
constitute soliciting materials and are not considered filed or incorporated by
reference into any other of the Company's filings under the Securities Act of
1933 or the Securities Exchange Act of 1934, unless the Company states
otherwise.

Report of the Compensation Committee

Compensation Policies. The principal goal of the Company's compensation
program as administered by the Board of Directors is to help the Company
attract, motivate and retain the executive talent required to develop and
achieve the Company's strategic and operating goals with a view to maximizing
shareholder value. The key elements of this program and the objectives of each
element are as follows:

Base Salary. Base salaries paid to the Company's executive officers are
intended to be competitive with those paid to executives holding comparable
positions in the marketplace. Individual performance and the Company's
performance are considered when setting salaries within the range for each
position. Annual reviews are held and adjustments are made based on attainment
of individual goals in a manner consistent with operating and financial
performance.

Bonuses. Annual cash bonuses are intended to motivate performance by
creating the potential to earn incentive awards that are contingent upon
personal and business performance. The Company sets goals of revenue and
profitability for each group.

Long Term Incentives. The Company provides its executive officers with
long-term incentive compensation through grants of stock options under the
Company's stock option plans. The grant of stock options aligns the executive's
interest with those of the Company's shareholders by providing the executive
with an opportunity to purchase and maintain an equity interest in the Company's
stock and to share in the appreciation of its value. In fiscal 2001, options to
purchase 320,000 shares of Common Stock were granted to the Company's executive
officers.

CEO's Compensation. Michael A. McManus is entitled to receive an annual
base salary of $275,000 and received a bonus of $150,000 on November 15, 2001.
Mr. McManus is entitled to receive a minimum bonus of $250,000 and a maximum
bonus of $350,000 per year based on the Company's pretax operating earnings. Mr.
McManus also received options to purchase 150,000 shares of Common Stock at a
purchase price of $6.07 per share. The factors involved in determining the CEO's
compensation are the Company's revenues and profits, his lengthy experience and
business acumen, his responsibilities, and the efforts exerted by him in the
performance of his duties. The options to purchase the 150,000 shares vest as
follows: one-third on October 17, 2002, one-third on October 17, 2003 and the
balance on October 17, 2004. The options expire on the tenth anniversary of the
date of grant.

Reported upon by the Compensation Committee

Mr. Gary Gelman
Mr. Howard Alliger

* * *

The following table sets forth for the fiscal years indicated the compensation
paid by the Company to its Chief Executive Officer and other executive officers
with annual compensation exceeding $100,000:

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation(1) Compensation
---------------------- ------------
Securities
Name and Fiscal Year Underlying
Principal Position Ended June 30 Salary ($) Bonus ($) Options (#)
- ------------------ ------------- ---------- --------- -----------

Michael A. McManus, Jr. 2001 266,687 250,000 250,000
President and Chief 2000 250,000 250,000 0
Executive Officer 1999 166,667 0 300,000

Richard Zaremba 2001 135,610 33,000 30,000
Vice President, Chief 2000 129,096 5,000 0
Financial Officer, Secretary 1999 46,875 0 0
and Treasurer

Ronald Manna, Vice 2001 116,340 25,000 15,000
President - Operations 2000 113,808 15,000 0
1999 107,481 0 20,000

Kenneth Coviello, 2001 126,670 0 0
Vice President - Medical 2000 4,808 0 0
Marketing and Sales 1999 ----- ---- ----

Christopher Thomas 2001 95,201 22,000 15,000
Vice President - Mystaire 2000 87,348 10,000 0
Products 1999 111,013 0 15,000

(1) No other annual compensation is shown because the amounts of perquisites
and other non-cash benefits provided by the Company do not exceed the
lesser of $50,000 or 10% of the total annual base salary and bonus
disclosed in this table for the named officer.

Employment Agreements

The Company has entered into an employment agreement with Mr. McManus
providing for his employment as President and Chief Executive Officer. The term
of the agreement expires on October 31, 2002 and is automatically renewable for
one-year periods unless notice is given by the Company or Mr. McManus that it or
he declines to renew the agreement. The agreement provides for an annual salary
of $275,000 and a Company provided automobile. The agreement also provides for
an annual bonus based on the Company's pretax operating earnings of up to
$350,000 with a minimum guaranteed bonus of $250,000. On November 15, 2001, Mr.
McManus received a bonus of $150,000. Mr. McManus also was granted options to
purchase 150,000 shares of the Company's Common Stock at an exercise price of
$6.07 per share. The options vest as follows: one-third on October 17, 2002,
one-third on October 17, 2003, with the balance of the options becoming
exercisable on October 17, 2004. Mr. McManus will also receive such benefits as
are generally provided to other executives of the Company. Upon the occurrence
of certain "Changes in Control" events (as defined in the agreement), Mr.
McManus will receive a one-time payment equal to his annual base salary and a
bonus of no less than $250,000.

In conformity with the Company's policy, all of its Directors, officers
and employees execute confidentiality and nondisclosure agreements upon the
commencement of employment with the Company. The agreements generally provide
that all inventions or discoveries by the employee related to the Company's
business and all confidential information developed or made known to the
employee during the term of employment shall be the exclusive property of the
Company and shall not be disclosed to third

parties without prior approval of the Company. Mr. Manna has an agreement with
the Company which provides for the payment of six months severance upon his
termination for any reason. Mr. Zaremba has an agreement for the payment of six
months annual base salary upon a change in control of the Company. The Company's
employment agreement with Mr. McManus also contains non-competition provisions
that preclude him from competing with the Company for a period of 18 months from
the date of his termination of employment.

Option Grants in Last Fiscal Year

The following table contains information concerning options granted to
executive officers named in the Summary Compensation Table during the fiscal
year ended June 30, 2001.

Individual Grants

Number of
Securities
Underlying % of Total Options Potential Realizable Value at
Options Granted to Employees Exercise Expiration Assumed Annual Rates of Stock
Name Granted (#) in Fiscal Year Price ($/sh) Date Price Appreciation for Option Term
- ---- ----------- -------------------- ------------ ---------- ----------------------------------
5%($) 10% ($)
----- -------

Michael A. McManus, Jr. 250,000 61 7.38 10/13/2010 1,160,000 2,940,455
Richard Zaremba 15,000 3.6 7.3125 8/09/2010 64,313 174,863
Richard Zaremba 15,000 3.6 6.12 5/08/2011 57,750 146,250
Ronald Manna 15,000 3.6 7.3125 8/09/2010 64,313 174,863
Kenneth Coviello 10,000 2.4 7.3125 8/09/2010 42,875 116,575
Christopher Thomas 15,000 3.6 7.3125 8/09/2010 64,313 174,863

Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

No options were exercised by any executive officer named in the Summary
Compensation Table during the fiscal year ended June 30, 2001. The following
table contains information concerning the number and value, at June 30, 2001, of
unexercised options held by executive officers named in the Summary Compensation
Table:

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at FY-End (#) Money Options at FY-End ($)
Name (Exercisable/Unexercisable) (Exercisable/Unexercisable)(1)
- ---- --------------------------------- ------------------------------

Michael A. McManus, Jr. 425,000/125,000 $771,500/$0
Richard Zaremba 22,500/22,500 $63,450/$17,700
Ronald Manna 60,000/7,500 $97,200/$0
Kenneth Coviello 5,000/5,000 $0/$0
Christopher Thomas 34,500/7,500 $79,050/$0

(1) Fair market value of underlying securities (the closing price of the
Company's Common Stock on the National Association of Securities Dealers
Automated Quotation System) at fiscal year end (June 30, 2001) minus the
exercise price.

Stock Options

In September 1991, in order to attract and retain persons necessary for
the success of the Company, the Company adopted a stock option plan (the "1991
Plan") which covers up to 375,000 shares of Common Stock. Pursuant to the 1991
Plan, officers, Directors, consultants and key employees of the Company are
eligible to receive incentive and/or non-incentive stock options. At June 30,
2001, options to purchase 70,500 shares of Common Stock were outstanding under
the 1991 Plan at exercise prices ranging from $2.17 to $7.38 per share and
options to purchase 334,500 shares of Common Stock had been exercised or
canceled.

In March 1996, the Board of Directors approved the 1996 Employee Incentive
Stock Option Plan covering an aggregate of 450,000 shares of Common Stock (the
"1996 Plan") and the 1996 Non-Employee Director Stock Option Plan (the "1996
Directors Plan") covering an aggregate of 1,125,000 shares of Common Stock of
the Company. At June 30, 2001, options to purchase 363,929 shares of Common
Stock were outstanding at exercise prices ranging from $3.07 to $18.50 under the
1996 Plan and options to acquire 773,500 shares of Common Stock were outstanding
at exercise prices ranging from $0.73 to $7.10 with a vesting period of
immediate to two years under the 1996 Directors Plan. At June 30, 2001, options
to purchase 228,016 shares of Common Stock under the 1996 Plan have been
exercised or canceled. At June 30, 2001, none of the options to purchase 150,000
shares of Common Stock outstanding under the 1996 Directors Plan have been
exercised.

In October 1998, the Board of Directors adopted and in January 1999, the
shareholders approved the 1998 Employee Stock Option Plan (the "1998 Plan")
covering an aggregate of 500,000 shares of Common Stock of the Company. At June
30, 2001, options to purchase 496,175 shares of Common Stock were outstanding
under the 1998 Plan at exercise prices ranging from $3.07 to $7.31 per share
with a vesting period of immediate to two years. At June 30, 2001, options to
purchase 31,750 shares of Common Stock under the 1998 Plan have been cancelled
and reissued and options to purchase 1,000 shares of Common Stock have been
exercised.

In October 2000, the Board of Directors adopted and in February 2001, the
shareholders approved the 2001 Employee Stock Option Plan (the "2001 Plan")
covering an aggregate of 1,000,000 shares of Common Stock of the Company. At
June 30, 2001, no options to purchase shares of Common Stock have been granted
under the 2001 Plan.

The plans are administered by the Board of Directors with the right to
designate a committee. The selection of participants, allotments of shares,
determination of price and other conditions relating to options are determined
by the Board of Directors, or a committee thereof, in its sole discretion.
Incentive stock options granted under the plans are exercisable for a period of
up to ten years from the date of grant at an exercise price which is not less
than the fair market value of the Common Stock on the date of the grant, except
that the term of an incentive stock option granted under the plans to a
shareholder owning more than 10% of the outstanding Common Stock may not exceed
five years and its exercise price may not be less than 110% of the fair market
value of the Common Stock on the date of grant. Options shall become exercisable
at such time and in such installments as the Board of Directors shall provide in
the terms of each individual option.

Compensation Committee Interlocks and Insider Participation

Mr. Gelman, the Chairman of the Board of Directors, and Mr. Alliger are
the members of the Compensation Committee. No Company executive officer
currently serves on the Compensation Committee or any similar committee of
another public company, one of whose executive officers sits on the Compensation
Committee of the Company.

Share Performance Graph

The following graph compares the cumulative total return on the Company's
Common Stock during the last five fiscal years with the NASDAQ Total U.S. and
Foreign Return Index and the NASDAQ Medical Devices, Instruments and Supplies
Index during the same period. The graph shows the value, at the end of each of
the last five fiscal years, of $100 invested in the Common Stock or the indices
on June 30, 1997. The graph depicts the change in value of the Company's Common
Stock relative to the noted indices as of the end of each fiscal year and not
for any interim period. Historical stock price performance is not necessarily
indicative of future stock price performance.

1997 1998 1999 2000 2001
---- ---- ---- ---- ----

MISONIX, INC. 100 157 124 152 140
NASDAQ Total U.S. & Foreign Return Index 100 129 185 274 148
NASDAQ
Medical Devices, Instruments and
Supplies Index 100 116 156 179 168

[GRAPHIC OMITTED]

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, Directors and persons who own more than ten percent of a
registered class of the Company's equity securities ("Reporting Persons") to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers, Inc. (the "NASD"). These Reporting Persons are required by
SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they
file with the SEC and NASD. Based solely on the Company's review of the copies
of the forms it has received, the Company believes that all Reporting Persons
complied on a timely basis with all filing requirements applicable to them with
respect to transactions during fiscal year 2001.

PROPOSAL 2

ACCOUNTANTS

The Board of Directors has recommended retaining the firm Ernst & Young,
LLP to act as the Company's independent accountants. The accounting firm of
Ernst & Young, LLP is different from the

accounting firm selected for the last fiscal year which was KPMG, LLP. The prior
accounting firm (KPMG, LLP) for the past year did not qualify, disclaim or have
an adverse opinion on the Company's financial statements. The Audit Committee
has consented to the change of accountants from KPMG, LLP to Ernst & Young, LLP.
A representative of Ernst & Young, LLP is expected to be available either
personally or by telephone hookup at the Annual Meeting to respond to
appropriate questions from shareholders and will be given the opportunity to
make a statement if he desires to do so.

The Board of Directors unanimously recommends a vote FOR approval of the
selection of Ernst & Young, LLP as the Company's independent accountants.

Audit Fees:

KPMG, LLP has billed the Company $150,000 in the aggregate for services
rendered by KPMG, LLP for the audit of the Company's annual financial statements
for the Company's 2001 fiscal year and the review of the interim financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
Company's 2001 fiscal year.

All Other Fees:

KPMG, LLP has billed the Company $55,000 in the aggregate for
professional services rendered by KPMG, LLP for all other services other than
those covered in the section captioned "Audit Fees" for the Company's 2001
fiscal year. These other services include (i) tax planning and assistance with
the preparation of returns, (ii) assistance with regulatory filings, (iii) audit
of the Company's 401K plan and (iv) consultations on the effects of various
accounting issues and changes in professional statements.

MISCELLANEOUS INFORMATION

As of the date of this proxy statement, the Board of Directors does not
know of any business other than that specified above to come before the Annual
Meeting, but, if any other business does lawfully come before the Annual
Meeting, it is the intention of the persons names in the enclosed Proxy to vote
in regard thereto in accordance with their judgment.

The Company will pay the cost of soliciting proxies in the accompanying
form and as set forth below. In addition to solicitation by use of the mails,
certain officers and regular employees of the Company may solicit proxies by
telephone, telegraph or personal interview without additional remuneration
therefor.

SHAREHOLDER PROPOSALS

Shareholder proposals with respect to the Company's next Annual Meeting of
Shareholders must be received by the Company no later than August 23, 2002 to be
considered for inclusion in the Company's next proxy statement. Under the
SEC's proxy rules, proxies solicited by the Board of Directors for the 2002
Annual Meeting may be voted at the discretion of the persons named in such
proxies (or their substitutes) with respect to any shareholder proposal not
included in the Company's proxy statement if the Company does not receive
notice of such proposal on or before November 6, 2002, unless the 2002 Annual
Meting is not held within 30 days before or after the anniversary date of the
2001 Annual Meeting.

A copy of the Company's Annual Report to Shareholders for the fiscal year
ended June 30, 2001 has been provided to all shareholders. Shareholders are
referred to the report for financial and other information about the Company,
but such report is not incorporated in this proxy statement and is not part of
the proxy soliciting material.

By Order of the Board of Directors,
Dated: December 21, 2001
Farmingdale, New York RICHARD ZAREMBA
Secretary
12

Exhibit A

Charter of the Audit Committee of the Board of Directors

MISONIX, INC. (the "Company")

1. Audit Committee Purpose and General Responsibilities

The Audit Committee of the Board of Directors (the "Committee") oversees
management's responsibilities for establishing and maintaining internal
controls designed to ensure (a) the integrity of financial information, (b)
the effectiveness and efficiency of operations, and (c) compliance with
laws, regulations and Company policies. The Committee's mandate is also to
encourage the Company to maintain effective auditing processes, both
internally and externally, through independent accountants. Management is
responsible for preparing the Company's financial statements, and the
independent accountants are responsible for auditing those financial
statements. The Committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business
risk practices, and ethical behavior. The Committee is authorized to
perform the following functions and its primary responsibilities are to:

o Provide for direct, confidential communication between the Committee,
the independent accountants and management, including such private
sessions as the Committee may deem appropriate;

o Examine and reviewing the role, functions and status of the Company's
independent accountants, particularly as concerns:

- Advising the independent accountants that the Board of Directors,
as the shareholders' representative, is the independent
accountants' primary client. The Committee shall review the
independence and performance of the accountants and annually
recommend to the Board of Directors the appointment of the
independent accountants or approve any discharge of auditors when
circumstances warrant.

- Reviewing management's recommendation as to the engagement of the
independent accountants for the purpose of auditing and examining
the financial statements of the Company and submitting its
recommendation to the Board for approval;

- Reviewing with the Company's independent accountants the scope of
their proposed audit, the audit procedures to be utilized and
their estimated fees. Approve the fees and other significant
compensation to be paid to the independent accountants.

- Reviewing management's proposed engagement of the independent
accountants to perform non-audit services and reviewing whether
such engagement would unduly influence the independent
accountants' independence.

o Review with the Company's independent accountants:

- the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and
legal compliance;

- significant issues contained in the management letters submitted
by the independent accountants and management's responses
thereto;

- the financial reporting process and the annual published
financial statements and recommend the same to the Board of
Directors for approval;

- filings with the Securities and Exchange Commission and the
NASDAQ National Market containing financial and operating
disclosure about the Company;

A-1

- their audit plan - discuss scope, staffing, locations, reliance
upon management and general audit approach.

o Review with the independent accountants and management:

- the appropriateness of the Company's accounting principles
(including those used for tax reporting purposes);

- the effect of changes in the Company's accounting principles and
auditing procedures;

- the Company's system to monitor and manage business risk.

o Review with the independent accountants and management, their
assessment of the adequacy of the Company's internal controls,
including information technology controls and security. Meetings
and/or conversations in this respect should be held both with and
without management present, to discuss the results of their
examinations.

o Review and monitor compliance with the Company's Code of Conduct or
recommend the adoption or modification of the Code of Conduct; review
Company's policies relating to compliance with laws and regulations,
ethics and conflicts of interest.

o Conduct any investigation appropriate to fulfilling its
responsibilities, and it shall have direct access to the independent
auditors as well as anyone in the organization. The Committee shall
have the ability to retain, at the Company's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.

o Review with management and the chief legal officer, and with outside
counsel, if appropriate, legal and regulatory matters that may have a
material impact on the Company's financial statements and review
significant reports from regulatory authorities;

o Review with management annually the Company's policies and procedures
with respect to senior officers' expense accounts and perquisites,
including their use of corporate assets; and

o Periodically review and recommend to the Board of Directors approval
of changes to the Committee's charter.

II. Audit Committee Composition

The Audit Committee shall be comprised of two directors as determined by
the Board, each of whom shall be independent nonexecutive directors, free
from any relationship that would interfere with the exercise of his or her
independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee
shall have accounting or related financial management expertise.

The Committee is composed of only non-employee directors who, in the
opinion of the Board of Directors, are free from any relationship that
would interfere with the exercise of independent judgment, pursuant to the
requirements of the National Market of the NASDAQ and any other exchange or
regulatory requirements to which the Company and/or its Board of Directors
may, from time to time, be subject.

Audit Committee members shall be appointed by the Board of Directors on
recommendation of the Board of Directors, directly, or by the Nominating
Committee of the Board if one exists. If a Committee Chair is not
designated or present, the members of the Committee may designate a Chair
by majority vote of the Committee membership.

III. Additional Specific Responsibilities and Duties of the Committee
Meetings

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Committee Chair shall prepare and/or approve
an agenda in advance of each meeting. The Committee should meet privately
in executive session at least annually with management, the

A-2

independent accountants, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In addition,
the Committee, or at least its Chair, should communicate with management
and the independent accountants quarterly to review the Company's financial
statements and significant findings based upon the accountants limited
review procedures.

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually.
Submit the Charter to the Board of Directors for approval and have the
document published at least every three years in accordance with SEC
regulations.

2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent accountants of significant issues regarding
accounting principles, practices, and judgments.

3. In consultation with management and the independent accountants
consider the integrity of the Company's financial reporting processes
and controls. Discus significant financial risk exposures and the
steps management has taken to monitor, control, and report such
exposures. Review significant findings prepared by the independent
accountants together with management's responses. A review should also
encompass the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements.

4. Review with financial management and the independent accountants the
Company's quarterly financial results prior to the release of earnings
and/or the Company's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent accountants. The Chair of the Committee may represent the
entire Committee for purposes of this review.

Legal Compliance

5. On at least an annual basis, review with the Company's counsel any
legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from
regulators or governmental agencies.

Other Audit Committee Responsibilities

6. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be included in
the Company's annual proxy statement to the extent required by law or
applicable regulation. 1.

7. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board of
Directors deems necessary or appropriate.

8. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-3

MISONIX, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gary Gelman and Michael A. McManus, Jr., as Proxies, each with the power to
appoint a substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares
of Common Stock held of record by the undersigned on December 14, 2001 at the Annual Meeting of Shareholders
to be held on January 22, 2002 or any adjournment thereof.

PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED

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ACCOUNT NUMBER NO. OF SHARES

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1. Election of Directors: GARY GELMAN, MICHAEL A. MCMANUS, JR., HOWARD
ALLIGER, ARTHUR GERSTENFELD.

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FOR all Nominees WITHHOLD AUTHORITY to vote (Instruction: To withhold authority
listed (except as for all Nominees listed to vote for one or more individual
marked to the contrary) nominees write the nominee's name(s)
in the line provided below).
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2. Approval of the selection of Ernst & Young, LLP as the Company's
independent accountants.
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FOR AGAINST ABSTAIN
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IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL DIRECTORS AND PROPOSAL 2.

PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.

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(Signature)

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(Signature if held jointly)
Dated:
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When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Please note any change in your address alongside the address as it appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.