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)     November 8, 2007
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                      Dynasil Corporation of America
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       (Exact name of registrant as specified in its charter)

          New Jersey                   000-27503         22- 1734088
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     (State or other                   (Commission     (IRS Employer
     jurisdiction of incorporation)    File Number) Identification No.)


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

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

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

     Check the appropriate box below if the Form 8-K filing is
     intended to simultaneously satisfy the filing obligation of
     the registrant under any of the following provisions (see
     General Instructions A.2. below):

     [] Written communications pursuant to Rule 425 under the
     Securities Act (17 CFR 230.425)

     [] Soliciting material pursuant to Rule 14a-12 under the
     Exchange Act (17 CFR 240.14a-12)

     [] Pre-commencement communications pursuant to Rule 14d-2(b)
     under the Exchange Act (17 CFR 240.14d-2(b))

     [] Pre-commencement communications pursuant to Rule 13e-4(c)
     under the Exchange Act (17 CFR 240.13e-4(c))

     Section 1 - Registrant's Business and Operations

     Item 5.02 Departure of Directors or Certain Officers; Election of
     Directors; Appointment of Certain Officers; Compensatory
     Arrangements of Certain Officers.

          On November 8, 2007, the Registrant, Dynasil Corporation of America
     ("Dynasil"), entered into an agreement (the "Amendment Agreement") amending
     the Agreement of Employment effective October 1, 2004 (the "Original
     Agreement") between Dynasil and Craig T. Dunham, its President and Chief
     Executive Officer. The Original Agreement specified compensation for an
     initial three year term which ended September 30, 2007 and it also
     provided for unlimited one year extensions with compensation
     terms to be developed.  Since the original agreement was signed,
     revenues for Dynasil have more than quadrupled and the market
     capitalization of the company is more than 50 times
     higher.  Comparative salary data was used to make compensation
     adjustments which resulted in an increase in base pay and a reduction
     in the bonus payout formula. The Amendment Agreement modifies
     the Original Agreement for the next year with the following changes:

          (a)    Mr. Dunham's base salary is increased to $150,000 per year;
          (b)    Mr. Dunham's bonus for fiscal 2008 will be 47% of a
          "Core Bonus" pool comprised of 15% of Dynasil's net profits before
          taxes after subtracting an amount equal to an 8% annual return
          on Dynasil's shareholders' equity. Mr. Dunham's bonus is
          payable on or before December 31, 2008
          in such combination of cash or Dynasil stock as he shall specify; and
          (c)    Mr. Dunham's car or car allowance is eliminated.
          (d)    Otherwise, the Original Agreement continues in effect.


     Section 9 - Financial Statements and Exhibits

     Item 9.01. Financial Statements and Exhibits.

     EXHIBIT INDEX

     (c)  Exhibits

        10.1  Employment Agreement Amendment by and between Dynasil and Craig
     T. Dunham effective as of November 8, 2007.


                      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
                                     (Registrant)

     Date:                      By

     Craig T. Dunham
     President

EX-10

       DYNASIL CORPORATION OF AMERICA
    AMENDMENT TO AGREEMENT OF EMPLOYMENT

THIS AGREEMENT is dated as of November 8, 2007 and
amends the Agreement of Employment effective October 1, 2004
(the "Original Agreement") by and between DYNASIL
CORPORATION OF AMERICA, a New Jersey corporation (the
"Company"), and CRAIG T. DUNHAM ("Employee").

WHEREAS, the initial three year term of the Original
Agreement expires on September 30, 2007 and the Original
Agreement provides for one year extensions with the "opportunity
to negotiate increases in the compensation and benefit provisions
of this agreement" for those one year extensions;

WHEREAS, the market capitalization of the Company has
increased from $156,800 to approximately   $9.8 million since the
announcement of the Original Agreement, annual revenues have
gone from $2.3 million in FY 2004 to an estimated $10.7 million
for FY 2007, and profits have gone from a NPAT loss of $175,000
in FY 2004 to NPAT exceeding $400,000; and

WHEREAS, based on the changes in the size and
profitability of the company, the initial three year base
compensation is now considered too low and the bonus percentage
of profits is too high relative to information collected for
comparable positions. Therefore, the Company and the Employee
wish to amend the Original Agreement to reflect updated
compensation during the period from October 1, 2007 to
September 30, 2008 (the "Contract Extension Period").

NOW, THEREFORE, the parties hereto agree the
following modifications for the Contract Extension Period:

1. Base Salary in section 3(a) shall be increased to
$150,000.

     2. The bonus percentage in Section 3(b) shall be decreased
     as per the following  revised wording:
          Bonus: The employee will participate in the Core
          Bonus program.  Based on audited FY 2008 results,
          the pool for the Core Bonus program will be
          calculated by taking the actual Net Profit Before
          Taxes ("NPBT"), subtracting an amount of NPBT
          equal to an 8% return to shareholders (8% of
          shareholders equity on the balance sheet), and then
          15% of the remaining NPBT will become the Core
          Bonus Pool.  For FY 2008, the Employee will be
          awarded 47% of that bonus pool as an incentive
          bonus as per the bonus pool document. Once
          additional people are added to the core staffing over
          time, the long term target for the CEO percentage of
          the Core Bonus Pool is 35%.  The bonus can be
          paid in any combination of stock and cash at the
          Employee's discretion and it will be paid no later
          than December 31, 2008.

3. Paragraph 4(d) is deleted to eliminate the car or car
allowance benefit.

4. Capitalized terms not defined herein have the meanings
given in the Original Agreement

5. Unless specifically amended herein, all terms, conditions
and provisions of the Original Agreement shall remain in full force
and effect.

IN WITNESS WHEREOF, the parties have executed and
delivered this Amendment to Agreement of Employment as of the
date first above written.

DYNASIL CORPORATION OF AMERICA         EMPLOYEE:

By:       /s/ James Saltzman               /s/Craig T. Dunham  11/8/07
    James Saltzman Chairman                    Craig T. Dunham