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)     March 8, 2005

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

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


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


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

                            Not Applicable
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     (Former name or former address, if changed since last report)






ITEM 2.01. COMPLETION OF ACQUISITION


     On March 8, 2005, Dynasil Corporation of America
("Registrant" or "Dynasil"), acting through a wholly-owned
subsidiary, Optometrics Corporation, acquired the operating
assets and assumed certain liabilities of Optometrics LLC, a
worldwide supplier of quality optical components including
diffraction gratings, lenses, thin film filters, laser
optics, monochromators, and specialized optical systems and
software.  Dynasil acquired almost all of the operating
assets of Optometrics LLC including production equipment,
testing equipment, accounts receivable, inventory, cash,
intellectual property, customer lists, order backlog and
leasehold rights.  In addition, Dynasil assumed specific
operating liabilities such as accounts payable, accrued
expenses and leasehold obligations.  The assets acquired
from Optometrics LLC will be conducted under the Optometrics
Corporation name.  The assets were purchased from Mr. Frank
Denton and Ms. Laura Lunardo for a total of $700,000 in
cash, 300,000 shares of Dynasil common stock, repayment of
Optometrics LLC bank loans totaling $264,750 and a lease by
Dynasil and Optometrics Corporation of the building, owned
by Mr. Denton and Ms. Lunardo, where the operations are
currently conducted for an initial eight year term, with
options to renew for two additional five year terms.  Mr.
Denton and Ms. Lunardo had no previous relationship with
Dynasil, its affiliates or directors other than as a
purchaser of fused silica parts from Dynasil.  The
acquisition was funded by the $700,000 of proceeds of a
private placement by Dynasil of 700,000 shares of a new
series of convertible preferred stock at a sale price of
$1.00 per share to existing and new shareholders as well as
bank loans.  Mr. Craig T. Dunham, Dynasil President and CEO,
purchased 263,000 shares of the new series of preferred
stock for an aggregate purchase price of $263,000.  A copy
of the press release is attached as Exhibit 99 to this
Report on Form 8-K.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On March 8, 2005, Dynasil sold 700,000 shares of a Series A
10% Cumulative Convertible Preferred Stock in a private
placement.  The stock was sold at a price of $1.00 per
share.  No underwriting discounts or commissions were paid
in connection with the sale.  The securities were offered
and sold only to accredited investors within the meaning of
Rule 501(a) under the Securities Act of 1933, as amended
(the "Act"), in a transaction conducted section 4(2) of the
Act and Regulations D thereunder.  Each share of preferred
stock carries a 10% per annum dividend and is convertible to
2.2222 shares of common stock at any time by the holders,
subject to adjustment for certain subsequent sales of common
stock or securities convertible into or exchangeable for
common stock, and is callable after two years by Dynasil at
a redemption price of $1.00 per share.  Proceeds from the
preferred stock sale were used to acquire the assets of
Optometrics LLC.


ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.

 ( c ) Exhibits


     99.1 Dynasil Corporation of America press release dated
          March 9, 2005.






                              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: March 11, 2005     By:  /s/ Craig Dunham
                         -----------------------------
                         Craig Dunham
                         President and Chief Executive Officer


                             EXHIBIT INDEX

99.1 Press release, dated March 9, 2005, issued by Dynasil
     Corporation of America announcing its acquisition of
     Optometrics LLC

EX-99

Exhibit 99.1
                                      Contact: Craig Dunham
                                      Dynasil Corporation
                                      of America
                                      Phone: (856) 767-4600
                                      Email: cdunham@Dynasil.com


DYNASIL ANNOUNCES ACQUISITION OF OPTOMETRICS LLC


WEST BERLIN, N.J. - March 9, 2005 - 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 is pleased to announce that it has
completed the purchase of Optometrics LLC of Ayer,
Massachusetts.

Optometrics is a worldwide supplier of quality optical
components including diffraction gratings, lenses, thin film
filters, laser optics, monochromators, and specialized
optical systems and software.  The previous owners of
Optometrics LLC, Ms. Laura Lunardo and Mr. Frank Denton,
signed two year, renewable employment contracts and will
continue to actively lead the Optometrics business which
will now be Optometrics Corporation.  Additionally, Ms.
Lunardo is now Dynasil's CFO.  The anticipated revenues for
the combined companies are expected to exceed $6 million.
$700,000 of equity in the form of Dynasil convertible
preferred stock was raised from existing and new
shareholders to finance the acquisition in addition to bank
financing.

Dynasil has been a long term supplier to Optometrics and
glass is a key raw material for Optometrics' products.   Mr.
Craig Dunham, Dynasil President and CEO, had the following
comments on the acquisition:  "I believe that Optometrics is
an excellent addition to Dynasil with Optometrics' record of
profitable growth, strong people, and optical
customers/markets that fit well with Dynasil.  The year is
off to a good start with strong orders in both companies.
The combination of the two companies is expected to lead to
increased profitability for both companies.  We look forward
to acquiring similar strong companies with growth
opportunities and synergy with our current businesses."

Mr. Frank Denton, CEO of Optometrics commented that "We
believe that Dynasil and Optometrics have complementary
strengths which should auger well for the future and that
the sum is much greater than the individual parts."

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.

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.