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

                          Form 8-K

                       Current Report
  Pursuant to section 13 or 15(D) of the Securities Act of
                            1934

Date of Report (Date of earliest event reported): May 5, 2004
                                                  ------------

               Dynasil Corporation of America
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   (Exact name of registrant as specified in its charter)

     New Jersey                                   22-1734088
     -----------                                  ----------
(State or other                                  (IRS Employer
jurisdiction of incorporation)                 Identification No.)


       385 Cooper Road, West Berlin, New Jersey, 08091
- ------------------------------------------------------------
          (Address of principal executive offices)


                       (856)-767-4600
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    (Registrant's telephone number, including area code)



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

 ( C ) Exhibits

     99.1 Dynasil Corporation of America earnings press
release, dated May 5, 2004.


ITEM 12. RESULTS OF OPERATION AND FINANCIAL STATEMENTS.

    On May 5, 2004, Dynasil Corporation of America
("Registrant") issued a press release announcing its
financial results for its second quarter ended March 31,
2004. A copy of the press release is attached as Exhibit 99
to this Report on Form 8-K. This information is being
furnished pursuant to Item 12 of Form 8-K and shall not be
deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.




                         SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.


                         DYNASIL CORPORATION OF AMERICA

Date: May 5, 2004        By:      /s/ John Kane
                               -----------------------------
                          John Kane
                          President, Chief Executive
                          Officer and Chief Financial
                          Officer











                        EXHIBIT INDEX

99.1 Press release, dated May 5, 2004, issued by Dynasil
     Corporation of America announcing its financial results for
     the second quarter ended March 31, 2004.