8-K

                        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): September 23, 2004
                                                  ------------------

               Dynasil Corporation of America
- ------------------------------------------------------------
   (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
- ------------------------------------------------------------
    (Registrant's telephone number, including area code)





Item 3.02 UNREGISTERED SALES OF EQUITY SECURTIES.

On September 23, 2004, the Registrant, Dynasil Corporation
of America ("Dynasil") entered into a Subscription Agreement
with Mr. Craig T. Dunham pursuant to which Mr. Dunham agreed
to acquire 1,000,000 shares of Dynasil's common stock at a
cash purchase price of $.15 per share. The aggregate dollar
amount of the transaction was $150,000. On that date,
Dynasil also granted a Stock Purchase Warrant to Mr. Dunham
(the "Warrant") pursuant to which Mr. Dunham may acquire, at
any time prior to January 31, 2008, up to an additional
1,200,000 shares of Dynasil's common stock at an exercise
price per share of $.225, provided, however, that if Dynasil
does not acquire all the equity securities or assets of
Optometrics, LLC within six months of that date, the
exercise price will be $.25 per share. The Warrant is
exercisable in cash or allocation of two-thirds of an annual
bonus equal to twenty percent (20%) of Dynasil's net income
after taxes in excess of $100,000 for each fiscal year
ending after October 1, 2004. The annual bonus is payable
under the terms of an Agreement of Employment effective as
of October 1, 2004 pursuant to which Mr. Dunham will become
Dynasil's President and Chief Executive Officer and its
temporary. The common stock sale and warrant grant were
effected pursuant to section 4(2) of the Securities Act of
1933 as privately negotiated transactions that did not
involve any public offering.

Item 5.01 CHANGE IN CONTROL OF REGISTRANT

By virtue of the transaction described under Item 3.02 of
this Report (which is incorporated herein by reference), Mr.
Craig T. Dunham may be deemed to have acquired control of
Dynasil. As a result of his acquisition of 1,000,000 shares
of Dynsail common stock, Mr. Dunham acquired approximately
31% of the Dynasil shares to be outstanding after that
transaction. His acquisition of a Stock Purchase Warrant
from Dynasil to acquire up to an additional 1,200,000 shares
of Dynasil's common stock entitles Mr. Dunham, if that
Warrant is exercised in its entirety, to acquire up to a
total of 2,200,000 shares, representing approximately 49.5%
of Dynasil's outstanding shares, based on the current number
of outstanding shares. The Company believes that Mr. Dunham
used personal funds to acquire the 1,000,000 shares and
intends to use personal funds to exercise the Warrant. In
connection with his execution of the Agreement of Employment
referred to in Item 3.02, Mr. Dunham has been elected a
director of Dynasil, effective October 1, 2004.






                         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: August 30, 2004       By:  /s/ John Kane
                            -----------------------------

                             John Kane
                             President, Chief Executive
                             Officer and Chief Financial
                             Officer





                        EXHIBIT INDEX

99.1 Press release, dated September 23, 2004, issued by
     Dynasil Corporation of America announcing new CEO.

EX-99

                        Exhibit 99.1

Contact:
John Kane
Dynasil Corporation of America
Phone: (856) 767-4600
Email:  jkane@Dynasil.com

                  Dynasil Announces New CEO

WEST BERLIN, N.J.- September 23, 2004 - Dynasil Corporation
of America (OTCBB: DYSL), fabricator of optical blanks from
synthetic fused silica, fused quartz, and other optical
materials for the semi-conductor, laser, space and optical
components industries announced today that Mr. Craig T.
Dunham has accepted the position of President and CEO,
effective October 1, 2004.

Mr. Dunham recently served as Vice President/ General
Manager for a division of Kimble Glass. Previously, he held
a broad range of leadership positions during 20 years at
Corning Incorporated in the glass, ceramics, and photonics
industries.  In addition to his strong educational
background with a B.S. Engineering and MBA from Cornell
University, he brings extensive business leadership
experience including acquisitions and integration.

In addition to assuming the position of President and CEO,
Mr. Dunham will also acquire 1,000,000 shares of Dynasil
Corporation of America common shares in a private equity
placement with the Company and received a warrant to
purchase up to an additional 1,200,000 shares.

The current President and CEO, John Kane, has committed to
work closely with Mr. Dunham over the next two months to
facilitate a smooth transition.

About Dynasil: Founded in 1960, Dynasil Corporation of
America is a fabricator of optical blanks from synthetic
fused silica, fused quartz and other optical materials. For
over four decades, Dynasil has provided high quality
synthetic fused silica and fused quartz products to
customers for a wide and ever increasing range of
applications.

This news release may contain forward-looking statements
usually containing the words "believe," "expect," or similar
expressions.  These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation
Reform Act.  Future results of operations, projections, and
expectations, which may relate to this release, involve
certain risks and uncertainties that could cause actual
results to differ materially from the forward-looking
statements.  Factors that would cause or contribute to such
differences include, but are not limited to, the factors
detailed in the Company's Annual Report or Form 10-KSB and
in the Company's other Securities and Exchange Commission
filings, continuation of existing market conditions and
demand for our products.