_______________________________________

                 DYNASIL CORPORATION OF AMERICA
                         385 Cooper Road
               West Berlin, New Jersey 08091-9145
                         (856) 767-4600
             _______________________________________

                            NOTICE OF
                 ANNUAL MEETING OF SHAREHOLDERS
                     TO BE HELD AT 11:00 AM,
                       ON JANUARY 30, 2001

To the Stockholders of Dynasil Corporation of America:

The 2001 annual meeting of stockholders of Dynasil Corporation of
America (the "Company"), a New Jersey corporation, will be held
at the corporate headquarters of the Company located at 385
Cooper Road, West Berlin, NJ, 08091 on January 30, 2001 beginning
at 11:00 A.M. local time.  At the meeting, stockholders will act
upon the following matters:

(1)  Election of six (6) Directors, each for a term of one year;

(2) Approval of an amendment to the 1999 Stock Incentive Plan as
amended July 25, 2000 (the "Plan") to increase in the total
number of shares of Company common stock that may be issued under
the Plan from 450,000 to 900,000

(3) Ratification of appointment of Haefele, Flanagan & Co., p.c.,
as the Company's independent accountants for fiscal 2001; and

(4) Any other matters that properly come before the meeting.

Stockholders of record at the close of business on November 30,
2000 are entitled to vote at the meeting or any postponement or
adjournment.

The accompanying form of proxy is solicited by the board of
directors of the Company

Stockholders  (Whether they own one or many shares and whether
they expect to attend the annual meeting or not) are requested to
vote, sign, date and return promptly the accompanying proxy in
the enclosed self addressed stamped envelope. A proxy may be
revoked at any time prior to its exercise (a) by notifying the
secretary of the Company in writing, (b) by delivering a duly
executed proxy bearing a later date, or  by attending the annual
meeting and voting in person.

                                   By order of the Board of
Directors:

                                   ______________________________
                                   Charles J. Searock Jr.,
Corporate Secretary

December 29, 2000
West Berlin, New Jersey




                 DYNASIL CORPORATION OF AMERICA
                         385 Cooper Road
               West Berlin, New Jersey 08091-9145
                         (856) 767-4600

                 ______________________________
                         PROXY STATEMENT
                 ______________________________

This  Proxy Statement contains information related to the  annual
meeting  of  stockholders of Dynasil Corporation of America  (the
"Company"),  to  be held on Tuesday, January 30,  2001  at  11:00
A.M.,  local time, at the corporate headquarters of the  Company,
385  Cooper Road, West Berlin, New Jersey, and at any adjournment
or adjournments thereof.

                       ABOUT THE MEETING

What is the purpose of the annual meeting?

      At the Company's annual meeting, stockholders will act upon
the  matters  outlined  in the accompanying  notice  of  meeting,
including  the election of directors, an increase in  the  shares
authorized for issuance under the 1999 Stock Incentive Plan  from
450,000  shares  to  900,000  shares,  and  ratification  of  the
Company's   independent  auditors.  In  addition,  the  Company's
management  will report on the performance of the Company  during
fiscal 2000 and respond to questions from stockholders.

Who is entitled to vote?

     Only stockholders of record at the close of business on  the
record date, November 30, 2000 are entitled to receive notice  of
the  annual  meeting and to vote the shares of common stock  that
they  held  on  that date at the meeting, or any postponement  or
adjournment  of the meeting. Each outstanding share entitles  its
holder to cast one vote on each matter to be voted upon.

Who can attend the meeting?

     All  stockholders  as  of the record  date,  or  their  duly
appointed proxies, may attend the meeting.

     Please  note  that if you hold your shares in "street  name"
(that  is, through a broker or other nominee), you will  need  to
bring  a  copy  of  a brokerage statement reflecting  your  stock
ownership  as of the record date and check in at the registration
desk at the meeting.

What constitutes a quorum?

     The  presence at the meeting, in person or by proxy, of  the
holders  of  a majority of the shares of common stock outstanding
on  the  record  date  will constitute a quorum,  permitting  the
meeting to conduct its business. As of the record date, 2,356,766
shares  of common stock of the Company were outstanding.  Proxies
received but marked as abstentions and broker non-votes  will  be
included in the calculation of the number of shares considered to
be present at the meeting.

How do I vote?

     If  you  complete  and properly sign the accompanying  proxy
card  and  return  it to the Company, it will  be  voted  as  you
direct.  If  you  are  a registered stockholder  and  attend  the
meeting,  you  may deliver your completed proxy card  in  person.
"Street  name" stockholders who wish to vote at the meeting  will
need to obtain a proxy form from the institution that holds their
shares.

Can I change my vote after I return my proxy card?

     Yes.  Even  after  you have submitted your  proxy,  you  may
change  your  vote at any time before the proxy is  exercised  by
filing  with  the  Secretary of the Company either  a  notice  of
revocation  or  a duly executed proxy bearing a later  date.  The
powers  of the proxy holders will be suspended if you attend  the
meeting  in  person  and so request, although attendance  at  the
meeting will not by itself revoke a previously granted proxy.

What are the board's recommendations?

     Unless  you give other instructions on your proxy card,  the
persons  named as proxy holders on the proxy card  will  vote  in
accordance  with the recommendations of the Board  of  Directors.
The  Board's  recommendation  is  set  forth  together  with  the
description of each item in this proxy statement. In summary, the
Board recommends a vote:

     .    for election of the nominated slate of directors (see page
          14); and
     .    for the approval of an additional 450,000 shares to be added
          to the 1999 Stock Incentive Plan as amended July 25, 2000 (see
          page 9); and
     .    for ratification of the appointment of Haefele Flanagan &
          Co., p.c., as the Company's independent auditors (see page 9).

     With  respect to any other matter that properly comes before
the  meeting, the proxy holders will vote as recommended  by  the
Board  of  Directors or, if no recommendation is given, in  their
own discretion.

What vote is required to approve each item?

     Election  of directors. The affirmative vote of a  plurality
of  the votes cast at the meeting is required for the election of
directors.  A properly executed proxy marked "WITHHOLD AUTHORITY"
with respect to the election of one or more directors will not be
voted  with  respect  to  the director  or  directors  indicated,
although  it will be counted for purposes of determining  whether
there is a quorum.

     Other  items. For each other item, the affirmative  vote  of
the holders of a majority of the shares represented in person  or
by  proxy  and entitled to vote on the item will be required  for
approval. A properly executed proxy marked "ABSTAIN" with respect
to any such matter will not be voted, although it will be counted
for   purposes  of  determining  whether  there  is   a   quorum.
Accordingly,  an abstention will have the effect  of  a  negative
vote.

     If you hold your shares in "street name" through a broker or
other  nominee,  your broker or nominee may not be  permitted  to
exercise voting discretion with respect to some of the matters to
be  acted  upon. Thus, if you do not give your broker or  nominee
specific  instructions, your shares may not  be  voted  on  those
matters  and  will not be counted in determining  the  number  of
shares necessary for approval. Shares represented by such "broker
non-votes" will, however, be counted in determining whether there
is a quorum.

                        STOCK OWNERSHIP

Who are the largest owners of the company's stock?

James  Saltzman,  Chairman  of the  Board  of  Directors  of  the
Company,  owns  or controls 27.26% of the outstanding  shares  of
common  stock of the Company; and Robert Lear, a director of  the
Company,  owns  or  controls 7.45% of the outstanding  shares  of
common stock of the Company.  See the table below.

How  much stock do the company's directors and executive officers
own?

     The  following table sets forth the beneficial ownership  of
the  Common Stock of the Company  as of November 30, 2000 by each
person  who was known by the Company to  beneficially   own  more
than  5%  of  the  common stock, by each director  and  executive
officer who owns shares of common stock and by all directors  and
executive officers as a group:



Title     Name and Address             No. of Shares and   Percent
 of       of Beneficial Owner          nature of            of
Class                                  Beneficial          Class
                                       Ownership(1)


Common    James Saltzman (2)           646,985             27.26%

Common    Gen. Charles J. Searock,      83,499              3.53%
          Jr.(USAF Ret)(3)

Common    Jan Melles (4)                56,500              2.52%

Common    Nathan Schwartz (5)           51,394              2.15%

Common    Dr. Peter P. Bihuniak (6)     19,000              0.80%

Common    Robert Lear (7)              176,236              7.45%

Common    John Kane (8)                 15,425              0.65%

Common    Bruce Leonetti                10,300              0.44%


All Officers and Directors as a      1,062,339             43.21%
Group

__________
(1)    The numbers and percentages shown include shares of common
stock issuable to the identified person pursuant to stock options
that  may  be  exercised  within 60  days.   In  calculating  the
percentage of ownership, such shares are deemed to be outstanding
for  the purpose of computing the percentage of shares of  common
stock  owned by such person, but are not deemed to be outstanding
for  the  purpose of computing the percentage of share of  common
stock  owned  by  any other stockholders.  The number  of  shares
outstanding on November 30, 2000 was 2,356,766.

(2)   Includes options to purchase 7,500 shares of the  Company's
common stock at $1.00 per share, options to purchase 3,000 shares
of  the  Company's  common stock at $3.52 per share,  options  to
purchase 3,000 shares of the Company's common stock at $1.17  per
share  and  options  to purchase 3,000 shares  of  the  Company's
common  stock  at  $.56 per share; also includes  609,615  shares
owned by Saltzman Partners.

(3)  Includes  options to purchase 3,000 shares of the  Company's
common  stock  at $1.17 per share and options to  purchase  3,000
shares of the Company's common stock at $.56 per share.

(4)   Includes options to purchase 3,000 shares of the  Company's
common stock at $3.52 per share, options to purchase 3,000 shares
of  the Company's common stock at $1.17 per share and options  to
purchase  3,000 shares of the Company's common stock at $.56  per
share.

(5)   Includes options to purchase 20,000 shares of the Company's
common stock at $1.50 per share, options to purchase 5,000 shares
of  the  Company's  common stock at $1.50 per share,  options  to
purchase 3,000 shares of the Company's common stock at $4.25  per
share,  options to purchase 3,000 shares of the Company's  common
stock at $3.52 per share, options to purchase 3,000 shares of the
Company's common stock at $1.17 per share and options to purchase
3,000 shares of the Company's common stock at $.56 per share.

(6)   Includes options to purchase 10,000 shares of the Company's
common  stock  at  $3.00 per share,  options  to  purchase  3,000
shares  of the Company's common stock at $3.52 per share, options
to  purchase 3,000 shares of the Company's common stock at  $1.17
per  share  and options to purchase 3,000 shares of the Company's
common stock at $.56 per share.

(7)  Includes  options to purchase 3,000 shares of the  Company's
common stock at $3.52 per share, options to purchase 3,000 shares
of  the Company's common stock at $1.17 per share and options  to
purchase  3,000 shares of the Company's common stock at $.56  per
share;  also  includes 167,236 shares owned by  Penn  Independent
Corporation, for which Mr. Lear disclaims beneficial ownership.

(8)  Includes  options to purchase 5,500 shares of the  Company's
common stock at $2.65 per share.


                             ITEM 1

                      ELECTION OF DIRECTORS

Six (6) directors will be elected to hold office subject to the
provisions of the Company's by-laws until the next Annual Meeting
of Shareholders, and until their respective successors are duly
elected and qualified. The vote of a majority of the votes
entitled to be cast by shareholders present in person or by
proxy, is required to elect members of the Board of Directors.
The following table sets forth the name, age, position with the
Company and respective director service dates of each person who
has been nominated to be a director of the Company:

                                       Positions(s)
Name                           Age     With the Company       Director Since
- -----                          ---     -----------------      --------------
Mr. James Saltzman             56      Chairman of the Board       1998

Gen. Charles J. Searock, Jr.   64      CEO, Director,Secretary     1996

Mr. Jan Melles                 60      Director                    1996

Mr. Nathan Schwartz            39      Director                    1996

Dr. Peter P. Bihuniak          51      Director                    1997

Mr. Robert Lear                55      Director                    1998


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED HEREIN.

Business Experience of the Directors

     James Saltzman, Chairman, 56, has been a member of the Board
since February 1998.  Saltzman Partners, L.P., an investment firm
of  which Mr. Saltzman is a limited partner and a special general
partner  and  from  1982  until July 2000  was  managing  general
partner,  owns  609,615  shares of  Dynasil  common  stock.  From
January  1997 to June 2000, Mr. Saltzman served as Vice  Chairman
of  the  Board and a director of Madison Monroe, Inc., a  private
company  engaged  in  investments. He served  as  a  director  of
Xyvision,  Inc., a publicly held company that develops,  markets,
integrates   and  supports  content  management  and   publishing
software,  since  1992, and was Chairman of  the  Board  of  such
company  from February 1994 to February 1995.  In the  matter  of
Securities  and  Exchange Commission v. James S. Saltzman,  Civil
Action No. 00-CV-2468 in the United States District Court for the
Eastern  District  of Pennsylvania, the Court  entered  Order  of
Preliminary Injunction, pending final determination of the action
on  the merits, to which Mr. Saltzman consented without admitting
or  denying the allegations of the complaint, and without  waiver
of any rights or defenses or the ability to challenge any request
for  relief.  The preliminary injunction arises out of the  SEC's
complaint  which  alleges  improprieties  by  Mr.  Saltzman  with
respect  to  approximately  $1.78 million  of  partnership  funds
loaned  to Mr. Saltzman from Saltzman Partners, L.P., during  the
period when Mr. Saltzman was managing general partner of Saltzman
Partners, L.P.   The preliminary injunction, in part, enjoins Mr.
Saltzman  from  violations of the anti-fraud  provisions  of  the
Securities Act of 1933, the Securities Exchange Act of 1934,  and
the Investment Advisor's Act.

     Lt. General Charles J. Searock, Jr. (USAF Ret), 64, has been
a  director of the Corporation since February 1996, was President
of  the  Corporation from 1996 to December 1, 2000, and currently
serves  as CEO and Secretary.  General Searock retired  from  the
United  States Air Force in 1993 after 37 years of  active  duty,
having received numerous military decorations. From 1993 to 1996,
prior to joining Dynasil, he was executive Vice President of Aero
Development Corporation. General Searock earned a BA  in  General
Education from the University of Nebraska in 1962, and a  Masters
degree in Management from Central Michigan University in 1975.

     John  Kane,  49,  President, Treasurer and  Chief  Financial
Officer,  has  been with Dynasil Corporation since January  1997.
Prior  to  joining  the  Company  he  spent  three  years  as  an
independent financial consultant, primarily engaged in the design
and  implementation  of  accounting systems.  He  was  the  Chief
Financial Officer of Delaware River Stevedores, Inc. from 1985 to
1993.   Mr.  Kane  earned  a  B.B.A  in  accounting  from  Temple
University in 1975, and is a certified public accountant.

     Jan  Melles, 60, has been a member of the Board of Directors
of  the  Company since February 1996. Since 1991, Mr. Melles  has
been President and sole shareholder of Photonics Investments, bv,
which  is engaged in investments in, and mergers and acquisitions
of,  photonics companies. From 1988 to 1992, he served  as  Chief
Executive Officer of Melles Griot, Inc., a division of J. Bibby &
Sons,  PLC. Mr. Melles co?founded Melles Griot, Inc. in 1969  and
sold  it to J. Bibby & Sons, PLC in 1988. Mr. Melles also  serves
as a director of Gooch and Housego, PLC, a publicly held company.
Mr.  Melles  received a B.S. in electrical engineering  from  the
Higher Maritime College in Amsterdam, The Netherlands, in 1961.

     Nathan  Schwartz, 39, has been a member of the  Board  since
February 1996. He is an attorney and financial advisor, providing
legal  and financial advice to numerous financial service clients
since  1992.  Mr. Schwartz earned a B.A. in History  from  Kenyon
College  in  1982,  an M.B.A. in Public/Private  Management  from
Columbia  University in 1986, and a J.D. from the  University  of
Pittsburgh in 1989.

     Dr.  Peter  P. Bihuniak, 51, has been a member of the  Board
since  February  1997. He has held his current position  of  Vice
President  of  Technology for BPSolar since 1998.  From  1995  to
1997,  he  served  as  Director of Research  and  Development  of
Pilkington,   Libbey-Owens-Ford  in   Toledo,   Ohio,   directing
invention  and  development  efforts for  high  performance  flat
glass.  From  1988  to  1995,  Dr.  Bihuniak  served  in  various
positions  with PPG Industries, Inc., one of the major  producers
of flat and fabricated flat glass products, serving most recently
as General Manager, Flat Glass Specialty Products Division. Prior
to that, he was with General Electric, Lighting Products where he
was  responsible for Materials Technology.  He began  his  career
with  Corning where he held a number of technical and  technology
management  positions  in various specialty materials,  including
synthetic silicas and optical wave-guides.  He received his  B.S,
Summa  cum  Laude  from Rutgers University,  his  M.S.  from  the
University  of  California at Berkeley and his  PhD  from  Alfred
University.

     Robert  Lear,  55,  has been a member  of  the  Board  since
February  1998.  He  is  President and CEO  of  Penn  Independent
Corporation,  an  Insurance Holding Company.  He  has  held  that
position  since September 1996 and previously served as Executive
Vice  President-Finance  and  Chief  Financial  Officer  of  that
company  for more than seven years. He was Vice President-Finance
and  Chief Financial Officer of Penn-America Group, Inc. from its
formation  in July 1993 until March 1995, and still serves  Penn-
America  Group,  Inc.  as  a  director.  Prior  to  joining  Penn
Independent,  Mr.  Lear had over 15 years  of  public  accounting
experience, specializing in the insurance industry. Mr. Lear is a
certified public accountant.

     Bruce Leonetti, 46, Vice President - Sales and Marketing has
been  with  Dynasil  Corporation  since  January  1999.  He   was
previously  with the Company for 14 years prior to 1993  when  he
left  for a position as a development officer with the University
of Pennsylvania.

The  Board held four regularly scheduled meetings in fiscal 2000.
All  current  directors attended at least 75% of  the  Board  and
committee  meetings  held  during  fiscal  year  2000  with   the
exception of Nathan Schwartz, who attended two Board meetings and
all regularly scheduled compensation committee meetings

How are directors compensated?

     Directors Compensation.  Effective January 2001 the members
of the Board will receive the following cash compensation for
serving on the Board: Chairman of the Board, $2,500 per month,
all other non-employee directors, $1,000 per month. This is in
addition to all reasonable expenses incurred in attending
meetings.

What committees has the Board established?

     Compensation Committee.  The Compensation Committee is
responsible for negotiating and approving salaries and employment
agreements with officers of the Company. The committee consists
of Messrs. Saltzman, Lear, Bihuniak and Schwartz.

     Nominating Committee.   The Nominating Committee is
responsible to nominate, for election at the annual shareholders
meeting, a slate of board members. The committee consists of
Messrs. Saltzman, Bihuniak, Lear and Schwartz.

     Audit Committee. The Audit Committee consists of Messrs.
Melles and Lear.  The Audit Committee is responsible for
reviewing reports of the Company's financial results, audits,
internal controls, and adherence to its Business Conduct
Guidelines in compliance with federal procurement laws and
regulations. The committee recommends to the Board of Directors
the selection of the Company's outside auditors and reviews their
procedures for ensuring their independence with respect to the
services performed for the Company.

     The Audit Committee is composed of outside directors who are
not officers or employees of  Dynasil. In the opinion of the
Board, these directors are independent of management and free of
any relationship that would interfere with their exercise of
independent judgment as members of this committee.


                     EXECUTIVE COMPENSATION

The following table sets forth all information concerning total
compensation earned or paid to the officers of the Company who
served in such capacities as of September 30, 2000 for services
rendered to the Company during each of the last three fiscal
years.

                           Summary Compensation Table




                                                                      Long Term Compensation
                                                                      ----------------------
                                  Annual Compensation                          Awards             Payouts
                                  -------------------                          ------             -------
                                                       Other                         Securities    Long-
Name and                                               Annual       Restricted       Underlying    Term      All other
Principle                                              Compen-        Stock            Options    Incentive   compen-
Position       Year     Salary ($)     Bonus ($)      sation ($)     Awards ($)          ($)      Plans ($)  sation ($)
- ---------      ----     ----------     ---------      ----------    -----------       ---------   ---------  ----------
                                                                                     
Charles J. *   2000       147,116
Searock,       1999      122,703
President,     1998      124,797
CEO



John       *   2000     100,327
Kane,          1999      83,339                                        2,625
Secretary,     1998      88,289          1,118                         6,000
Treasurer,
CFO


Bruce          2000      90,712
Leonetti,      1999      65,042
VP


_________
*Effective December 1, 2000, Charles J. Searock relinquished the
position of President, and John Kane assumed such position.

Employment Agreements

     The three-year employment agreement with Gen. Charles J.
Searock, Jr. (Ret.), Chief Executive Officer and Secretary, which
commenced on December 1, 1996 was renewed for an additional one-
year term on December 1, 1999, and extended until July 31, 2001.
Under the employment agreement, as amended pursuant to the
extension, Gen. Searock has agreed to work for us full time as
CEO, and receives an annual base salary of $125,000. Gen.
Searock's agreement also provides for an annual bonus at the
discretion of our Board of Directors. The agreement also provides
for a 401(k) pension plan, health insurance benefits and contains
three-year non-competition provisions that prohibit him from
competing with us.  John Kane will assume the position of CEO on
August 1, 2001, and it is anticipated that Gen. Searock will
retire at the end of the current term.

     The current employment agreement with John Kane, President,
Chief Financial Officer and Treasurer, commenced on December 1,
2000 and will continue for a three-year period, after which the
agreement will automatically renew for one-year terms, unless
terminated by either party upon ninety days written notice prior
to the end of any term, or for cause. Under the employment
agreement, Mr. Kane has agreed to work for us full time, and
receives an annual base salary of $110,000. Mr. Kane's agreement
also provides for performance bonuses, and an additional annual
bonus at the discretion of our Board of Directors. The agreement
also provides for a 401(k) pension plan, health insurance
benefits and contains eighteen-month non-competition provisions
that prohibit him from competing with us.  Mr. Kane has also
agreed to assume the position of CEO on August 1, 2001, at no
additional consideration.

     We have also entered into an employment agreement with Bruce
Leonetti, Vice President of Marketing and Sales, which commenced
on January 1, 1999 and will continue for a three-year period,
unless terminated for cause. Under the employment agreement, Mr.
Leonetti has agreed to work for us full time, and receives an
annual base salary of $89,000, with commissions based on the
gross dollar amount of product shipped. Mr. Leonetti's agreement
also provides for an annual bonus at the discretion of our Board
of Directors. The agreement also provides for a 401(k) pension
plan, health insurance benefits and contains twenty-four month
non-competition provisions that prohibit him from competing with
us. In addition, the agreement provides that if Mr. Leonetti is
terminated without cause, he will receive a severance
consideration of three months' salary.

Option Grants in Last Fiscal Year

The following table sets forth information concerning options
granted to the executives named in the Summary Compensation Table
above during the year ended September 30, 2000.



                                  Individual Grants                 Potential Realizable
                                  ------------------                --------------------
               Number of      % of Total                            Value at Assumed
               Securities     Options        Exercise               Annual Rates of Stock
               Underlying     Granted to     or Base                Price Appreciation
               Options        Employees in   Price     Expiration   for Option Term
Name           Granted (#)    Fiscal Year     ($/Sh)   Date            5%        10%
- -----          ------------   -------------  --------- -----------  ---------   --------
                                                              
Charles J.
Searock        3,000          100%           $0.56     1/26/2005       $ 0       $0




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

The following table sets forth information concerning option
exercises during the last fiscal year and outstanding options
held as of September 30, 2000 by the executive named in the
Summary Compensation Table above.




                                   Number of Securities     Value of Unexercised
                                       Underlying           In-the-Money
                                   Unexercised Options at      Options at
                                     Fiscal Year End (#)    Fiscal Year end ($)
               Shares              ----------------------   --------------------
               Acquired on       Value         Exercisable/    Exercisable/
Name           Exercise (#)    Realized ($)   Unexercisable   Unexercisable
- -----          ------------    ------------   --------------  -------------
                                                  
Charles J.
Searock           -----          -----        6,000 /  0         $0  / $0

John Kane         -----          -----        5,500 /  0         $0  / $0




                             ITEM 2

             APPROVAL OF ADDITIONAL OPTIONS TO PLAN

   The Company seeks shareholder approval of an amendment to the
1999 Stock Option Plan (the "Plan Amendment"). The Plan Amendment
consists of a changes to the Stock Option Plan, which change was
recommended by the Board of Directors in November 2000, to
increase the total number of shares of Company Common Stock that
may be issued under the Plan from 450,000 to 900,000. As of
September 30, 2000, a no shares of Company Common Stock have been
issued pursuant to the exercise of stock options awarded under
the Plan. In addition, as of September 30, 2000, a total of
126,977 stock options were outstanding.

The Board of Directors recommends that shareholders vote "FOR"
the approval of the Plan Amendment.

                             ITEM 3

       RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTS

The Company has appointed Haefele, Flanagan & Company. as the
Company's independent accountants for the fiscal year ending
September 30, 2001.  Services provided to the Company by Haefele,
Flanagan & Company  in fiscal year 2000 included the examination
of the Company's consolidated financial statements, preparation
of federal and state income taxes, and services related to
filings with the Securities and Exchanges Commission.

Representatives of Haefele, Flanagan & Co. will be present at the
annual meeting to respond to appropriate questions and to make
such statements as they may desire.

The Board of Directors Recommends a Vote "For" Ratification of
The Appointment of Haefele, Flanagan & Company as The Company's
Independent Accountants For Fiscal Year 2001


                          OTHER MATTERS

As of the date of this proxy statement, the Company knows of no
business that will be presented for consideration at the annual
meeting other than the items referred to above. In the event that
any other matter is properly brought before the meeting for
action by the stockholders, proxies in the enclosed form returned
to the Company will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of
such a recommendation, in accordance with the judgment of the
proxy holder.


                     ADDITIONAL INFORMATION

     Stockholder Proposals for the 2002 Annual Meeting.
Stockholders interested in presenting a proposal for
consideration at the Company's annual meeting of stockholders in
2002 may do so by following the procedures prescribed in Rule
14a-8 under the Securities Exchange Act of 1934 and the Company's
by-laws. To be eligible for inclusion, stockholder proposals must
be received by the Company's Corporate Secretary no later than
August 23, 2001.

     Proxy Solicitation Costs. The proxies being solicited hereby
are being solicited by the Company. The cost of soliciting
proxies in the enclosed form will be borne by the Company.
Officers and regular employees of the Company may, but without
compensation other than their regular compensation, solicit
proxies by further mailing or personal conversations, or by
telephone, telex, facsimile or electronic means. The Company
will, upon request, reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to
the beneficial owners of stock.



                                        By order of the Board of
Directors:


                                        /S/ Charles J. Searock, Jr.
                                        Charles J. Searock Jr.
                                        Corporate Secretary

December 29, 2000
West Berlin, New Jersey

PROXY FORM DYNASIL CORPORATION OF AMERICA PROXY FORM Annual Meeting of Stockholders - To Be Held February 1, 2000 THE BOARD OF DIRECTORS SOLICITS THIS PROXY The undersigned hereby appoint(s) JOHN KANE and JAMES SALTZMAN, or either of them, as attorney, agent and proxy of the undersigned, with full power of substitution, to vote all shares of common stock of Dynasil Corporation of America that the undersigned would be entitled to cast if personally present at the 2000 Annual Meeting of Stockholders of the Company, and at any postponement or adjournment thereof. THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR EACH OF THE BELOW LISTED PERSONS AND PROPOSALS. Please date, sign exactly as your name appears on the form, and mail the proxy promptly. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. If shares are held jointly, both owners must sign. Director Nominees: (1) Charles J. Searock, Jr., (2) Jan Melles, (3) Nathan Schwartz, (4) Dr. Peter P. Bihuniak, (5) James Saltzman, (6) Robert Lear, - ------------------------------------------------------------------------------ (1) ELECTION OF DIRECTORS: Charles J. Searock, Jr., Jan Melles, Nathan Schwartz, Dr. Peter P. Bihuniak, James Saltzman, Robert Lear, FOR WITHHOLD WITHHOLD authority to vote for the All nominees Authority to vote individual nominee(s) identified (except as marked for all nominees in the space provided below to the contrary) [ ] [ ] _________________________________ (2) To approve the addition of 450,000 FOR AGAINST ABSTAIN shares to the 1999 Stock Incentive [ ] [ ] [ ] Plan as amended July 25, 2000 (3) To ratify the appointment of Haefele, FOR AGAINST ABSTAIN Flanagan & Company as the Company's [ ] [ ] [ ] independent public accountants for the 2000 fiscal year (4) To transact such other business as may properly come before the meeting or any adjournments thereof [ ] [ ] [ ] - -------------------------------- SIGNATURE DATE - -------------------------------- SIGNATURE DATE