CORRESP

[DYNASIL LETTERHEAD]

FOR TRANSMISSION VIA EDGAR SYSTEM

February 19, 2007

United States Securities and Exchange Commission
Washington, DC 20549-7013

	Attention:	Mr. John Cash
			Accounting Branch Chief
			Mail Stop 7010

Re: Comment Letter dated February 8, 2007 to Dynasil
      Corporation of America

Dear Sirs:

This will reply to the referenced letter. Headings and references
below correspond to the headings and references in that letter.

Form 10-KSB for the fiscal year ended September 30, 2006

Item 8A Controls and Procedures, page 10

1.	We hereby confirm that our statement made in Item 8A - Controls and
Procedures on page 10 of the Form 10-KSB referred to above to the
effect that "that there can be no assurance that any design of system
controls and procedures will succeed in achieving its stated goal," was
not intended to qualify and we do not view it as having qualified our
conclusions regarding effectiveness. We will delete this language
from future filings. In that regard, we draw your attention to Item 3 -
Controls and Procedures of our Form 10-QSB for the quarter ended
December 31, 2006, which read as follows:

"Based on their most recent informal evaluation, which was
completed during the period covered within this Form 10-QSB, the
Company's President/Chief Executive Officer and Chief Financial
Officer believe that the Company's disclosure controls and procedures
(as defined in Exchange Act Rule 13a-14 and 15d-14) are effective.
There were not any significant changes in the Company's internal
controls nor other facts that could significantly affect these controls
subsequent to the date of this evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses. The Company is presently unable to provide adequate
segregation of duties within itself as a means of internal control. As a
result, the Company is presently relying on overriding management
reviews, and assistance from its board of directors and Audit
Committee in providing short-term review procedures until such time
as additional funding is provided to hire additional executives to
adequately segregate duties within the Company."

Exhibits 31.1 (a) and 31.1(b)

2.	We understand that the certifying officers are required to make the
certifications required by Section 302 of the Sarbanes-Oxley Act of
2002 in their personal capacities. We also understand that the
language of the certifications required by Section 302 of Sarbanes-
Oxley and the rules under that Section should not be altered in any
way. The certifications included in our Form 10-QSB for the quarter
ended December 31, 2006 have been revised as requested in your
letter to have the certification language conform exactly to the
applicable rules. Future certifications will follow this format. The
supplemental representations requested by your letter are enclosed
herewith.

3.	We hereby confirm as correct your assumption that the language in
the introductory paragraph of the fourth item of our certifications
referring to "internal control over financial reporting" was
inadvertently and unintentionally included in our certifications.  We
have removed this language from the certifications included in the
Form 10-QSB for the quarter ended December 31, 2006. We will not
include that language in our certifications until such time as we are
required to comply with Item 308 of Regulation SB.

*	*	*	*

Dynasil Corporation of America (the "Company") hereby
acknowledges as follows:

1.	The Company is responsible for the adequacy and accuracy of the
disclosures in its filings;

2.	SEC Staff comments or changes to disclosures in response to Staff
comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filing; and

3.	The Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Based on a telephone conversation between Ms. Tricia Armelin of the Staff and
Gerald Chalphin, Esq. on February 13, 2007, we understand that the foregoing
acknowledgements have been requested as part of the Staff's standard comment
letter procedures. In making those acknowledgements, we understand that the
Staff is not asking the Company to waive and the Company is not hereby waiving
any of its rights under the last sentence of Section 23(a)(1) of the Securities
Exchange Act of 1934, as amended.

If you have any questions or comments with regard to the foregoing,
please do not hesitate to contact the undersigned at any time.

Very truly yours,

DYNASIL CORPORATION OF AMERICA


By

	Craig T. Dunham,
President

Enclosures
Cc:	Gerald Chalphin, Esq.
              Haefele, Flanagan, p.c.

CORRESP

[DYNASIL LETTERHEAD]

February 19, 2007

United States Securities and Exchange Commission
Washington, DC 20549-7013

	Attention:	Mr. John Cash
			Accounting Branch Chief
			Mail Stop 7010

Re: Comment Letter dated February 8, 2007 to Dynasil
      Corporation of America

Dear Sirs:

In reply to the referenced letter, this will confirm that the
undersigned has signed all his certifications under Section 302 of the Sarbanes-
Oxley Act of 2002 in a personal capacity, as well as an official capacity on
behalf of Dynasil Corporation of America.

Very truly yours,




Craig T. Dunham

DYNASIL CORPORATION OF AMERICA


By

	Craig T. Dunham, President

Cc: Dynasil Corporation of America

CORRESP

[DYNASIL LETTERHEAD]

February 19, 2007

United States Securities and Exchange Commission
Washington, DC 20549-7013

	Attention:	Mr. John Cash
			Accounting Branch Chief
			Mail Stop 7010

Re: Comment Letter dated February 8, 2007 to Dynasil
      Corporation of America

Dear Sirs:

In reply to the referenced letter, this will confirm that the
undersigned has signed all her certifications under Section 302 of the Sarbanes-
Oxley Act of 2002 in a personal capacity, as well as an official capacity on
behalf of Dynasil Corporation of America.

Very truly yours,




Laura Lunardo

DYNASIL CORPORATION OF AMERICA


By

	Laura Lunardo, Chief Financial Officer

Cc: Dynasil Corporation of America