SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No.    ) 
     Filed by the Registrant /X/
     Filed by a Party other than the Registrant / /

     Check the appropriate box:
/X/  Preliminary Proxy Statement
/ /  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-12

                            SCIENCE DYNAMICS CORPORATION
- - ----------------------------------------------------------------------------
                 (Name of Registrant as Specified In Its Charter) 

                            SCIENCE DYNAMICS CORPORATION
- - -----------------------------------------------------------------------------
                 (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) 
/ /  $500 per each party  to  the controversy  pursuant  to Exchange  Act  Rule
     14a-6(i)(3)
/ /  Fee   computed  on   table  below   per  Exchange   Act  Rules  14a-6(i)(4)
     and 0-11

1) Title of each class of securities to which transaction applies:        
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
   pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
- - ------------------------------------------------------------------------ *    

Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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                      SCIENCE DYNAMICS CORPORATION
                         CHERRY HILL, NEW JERSEY
                      _______________________________

                        PROXY STATEMENT FOR THE 
                     ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD ON JUNE 12, 1996
                     _______________________________


This statement is furnished in connection with the solicitation by the 
Board of Directors of Science Dynamics Corporation (herein called the 
"Company") of proxies for use at the annual meeting of stockholders to be 
held on June 12, 1996, and at any adjournment thereof.  Any proxy given 
pursuant to this solicitation may be revoked at any time prior to the 
voting thereof either by appearing in person at the meeting or by notice in 
writing received by the Secretary of the Company or by execution and 
presentation of a proxy bearing a later date.

A proxy statement and proxy forms will be mailed to stockholders on or 
about May 15, 1996.  The address of the principal executive office of the 
Company is 1919 Springdale Road, Cherry Hill, New Jersey  08003-1609.

The Company had outstanding on April 1, 1996, the record date for the 
meeting, 7,922,978 shares of common stock.  Each stockholder of record on 
the record date is entitled to one vote for each share held without right 
of cumulation.

The following tables and text set forth information regarding stock 
ownership as of December 31, 1995, of the principal shareholders, of each 
director and/or officer, and of all officers and directors and all persons 
owning five percent or more of the Company's $0.01 per share par value 
common stock (its sole present class of security).


                          PRINCIPAL STOCKHOLDERS


                                                      Percent of
Name and Address of                                  Outstanding
Beneficial Owner             Number of Shares          Shares1  

Lyndon A. Keele                775,0342                  9.78%
701 Garwood Road
Moorestown, NJ  08057

Reynolds E. Moulton, Jr.       761,000                   9.61%
54 Washington Street
Marblehead, MA   01945

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                      SECURITY OWNERSHIP OF MANAGEMENT

The following information table sets forth information as to the shares and 
percentages of common stock of the Company beneficially owned by the 
Directors of the Company, and by all Officers and Directors of the Company 
as a group, as of December 31, 1995.

                                                                 Percent of
Name                          Number of Shares          Outstanding Shares(1)

Lyndon A. Keele                  775,034(2)                           9.78%
(President, Chairman
of the Board, Director,
and Treasurer)

Russell R. Angely                 11,000                               .14%
(Vice President)

Joy C. Hartman                    1,000(2)                             .01%
(Vice President, Secretary,
Director)

Kenneth P. Ray                     6,000(3)                            .08%
(Director)
         
Sheldon C. Hofferman              365,533(4)                           4.61%
(Director)


All Directors and
Officers as a Group(5)           1,158,567                            14.63%

____________________

1        Based upon a total number of 7,922,978 shares outstanding as of 
December 31, 1995.
2        Includes 12,000 shares owned by Mr. Keele's daughter and 300 
shares owned by Ms. Hartman's children.  The daughter of Mr. Keele has 
sole voting and investment power with respect to her shares and Mr. 
Keele has sole voting and investment power with respect to all other 
shares in this total.
3        Has sole voting power and sole investment power with respect to 
the shares owned by such person.
4        The total includes 266,133 shares owned by Golden Phoenix,L.P., 
of which Mr. Hofferman is the general partner.
5        The above list excludes J. Cox, an outside Company Director, who 
holds incentive options that would permit him to later acquire 20,000 
shares.  Mr. Cox has requested that he not be renominated for election 
to the Board due to other business pursuits.  In addition to the 6,000 
shares owned by K. Ray, an outside Company Director, Mr. Ray holds 
incentive options to acquire 20,000 shares.
______________________
Section 16(a) of the Securities and Exchange Act of 1934 requires that the 
Company's executive officers, directors and persons beneficially owning in 

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excess of ten percent of the Company's outstanding shares file initial 
reports of ownership and reports of any ensuing changes in ownership with 
both the Securities and Exchange Commission as well as with N.A.S.D.  All 
such persons are required in addition to furnish the Company with copies of 
all such forms.

Based upon a review of the forms so furnished to the Company, the Company 
believes that during the fiscal year 1995, no Section 16(a) requirements 
appear to have been duly required.

The Company, therefore, does not believe that any officer, director, or 
principal shareholder is or has been delinquent in the filing of any 
required report forms (Forms 3, 4, or 5) as required by the recent 
Amendments to Section 16 of the Securities Exchange Act, Item 4 or 5 of 
Regulation S-B (228.405).  In order to ensure compliance with such 
disclosure requirements, all officers, directors, or principal shareholders 
are supplied with a detailed and comprehensive memorandum setting forth all 
disclosure and reporting rules.  In addition, before any affected party can 
acquire or dispose of any interest of any nature in any Company securities 
or any derivative rights in such securities such as options or warrants, 
they are required to consult with both senior management and Company 
counsel.

In addition, management periodically reviews public reports of securities 
transactions and Company's Transfer Agent also advises the Company of any 
pending transfers of securities.

There were four director's meetings in 1995.  All directors attended each 
meeting with the exception that Mr. Cox was absent from one meeting.  

                           ELECTION OF DIRECTORS

The Board of Directors has authorized, as in prior years, the provision for 
four director positions.  Four directors are to be elected who will serve 
until the next annual meeting of stockholders or until their respective 
successors shall be elected and qualified.  Unless a stockholder expressly 
indicates otherwise on his/her or their proxy, all proxies will be voted 
for the election as directors those persons named in the following table 
and upon the enclosed proxy ballot form.  If any shareholder expressly 
abstains from voting, such shares will not be counted except for 
determination of the presence of a quorum.  If any such nominee shall be 
unable or shall fail to act as such by virtue of any unexpected occurrence, 
proxies will be voted for such other person(s) as shall be determined by 
the proxy holder(s) in his (their) discretion.  The Board of Directors may 
also, in its own discretion, alternatively reduce the number of directors 
to be elected.  No nominee for director has any direct personal interest in 
any matter to be voted upon at the 1996 meeting.  There are no rights to 
cumulatively vote any shares.  The election of directors will be determined 
by a simple majority vote.




                                            Principal Occupation
Nominees                        Age         and Directorships
                                      

Lyndon A. Keele                 67          Chairman of the Board of Directors and
                                            President since June 1973, Treasurer 
                                            since December 1980, and Director 
                                            since April 1973.

Kenneth P. Ray                  62          Incumbent Director.

Joy C. Hartman                  47          Executive Vice President Administration 
                                            and incumbent Director.

Sheldon C. Hofferman            51          Incumbent Director


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             EXPERIENCE AND BACKGROUND OF DIRECTORS AND OFFICERS

The general background, business experience, and other directorships of 
nominees for the Board of Directors and of the Company's Executive Officers 
for the past five years is as follows:

LYNDON A. KEELE is the founder of the Company and has been active as 
Chairman of its Board of Directors and President from June of 1973 and as 
its Treasurer since December of 1980.  From April of 1973 to August of 1977 
he managed his own investments and served as a consultant to a number of 
companies involved in the electronics industry.  Prior to 1973, Mr. Keele 
served for five years as a Principal and Executive Vice President of 
TeleSciences, Incorporated, a company engaged in design and manufacture of 
telephone support equipment.  He theretofore served as a Program Manager 
for multimillion dollar programs involving data and circuit switching 
systems at ITT Federal Laboratories.  From 1958 to 1962, he was employed by 
GTE's Sylvania Electronics Systems Division in various management 
positions, including Program Manager of data processing and cryptographic 
communications Projects and Programs.  He was awarded a B.B.A. by the 
University of Texas in 1951.

KENNETH P. RAY is President of DelRay, Inc., an active telecommunications 
consulting firm.  From 1964 to 1987 he was associated with ITT in various 
responsible positions and in 1976 became Vice President of ITT 
Telecommunications, with responsibility for engineering, marketing and 
sales departments.  In 1981 he became Vice President and Director of 
Operations for the Transmission Division of ITT Space Communications.  In 
January, 1987, ITT's telecommunications group was acquired by Alcatel and 
Mr. Ray became Vice President of Marketing and Development for Alcatel 
Network Systems.  From 1988 to 1991, he was Vice President for Technology 
and Business Development for Alcatel North America, a telecommunications 
company.  Mr. Ray received a BSEE from Polytechnic Institute of New York in 
1954 and a Masters in Economics from North Carolina State University in 
1970.

SHELDON C. HOFFERMAN, has been an Attorney and Private Investor since 1971. 
 Mr. Hofferman graduated from the University of Pennsylvania in 1966 and 
Temple University Law School in 1971.  He was in private law practice in 
Washington, D.C., specializing in communications law, from 1971 to 1974.  
He served as Senior Trial Attorney for the Federal Trade Commission from 
1974 to 1983, and re-entered private law practice thereafter.  Mr. 
Hofferman has also served as General Partner of Golden Phoenix Limited 
Partnership, an investment concern, since 1983.

JOY C. HARTMAN, Executive Vice President, was employed by the Company in 
January 1982, and is responsible for General Corporate Administration 
including the functions inherent in comptrollership, personnel, employee 
benefits, and insurance activities.  Her prior experiences included MSA, a 
marketing research company, TeleSciences, Incorporated, and Peat Marwick-
Mitchell.  Ms. Hartman is a graduate of the Wharton School of Business of 
the University of Pennsylvania.

                            COMMITTEES OF THE BOARD

The Company's Board of Directors has no salary or nominating committees.  
Its sole committees are a Stock Option Committee and an Audit Committee.  
The Stock Option Committee oversees the Company's Incentive Stock Option 
Plan.  During the past year, Lyndon A. Keele and Joy C. Hartman served on 
this committee.

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In addition, the Company organized and instituted an Audit Committee in 
1987 whose members during 1995 included John E. Cox and Kenneth P. Ray.  
There was one formal meeting of the Audit Committee during 1995 and one 
meeting of the Stock Option Committee.  Peter Cosmas of Nemiroff, Cosmas 
and Company (the Corporation's public auditors) normally participates in 
the Audit Committee meeting but does not serve or act as a member of this 
Committee.

    APPROVAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO 
          AUTHORIZE AN INCREASE IN COMMON SHARES AND A NEW CLASS 
                            OF PREFERRED STOCK

To approve an amendment to the Company's Certificate of Incorporation to 
authorize a common stock increase from the present 10,000,000 shares to 
13,500,000 shares.  In addition, to establish a new class of preferred 
stock in the amount of 2,000,000 shares.  While the Company has no 
present plans to issue such stock, should future events present 
advantageous situations, the Company will be in a position to accomplish 
that action. 

In order to create more flexibility for financing opportunities, the 
Company desires to have greater flexibility in offering equity 
securities to the investment community other than common stock.  
Therefore, the Company is requesting the shareholders to approve an 
Amendment to the Company's Certificate of Incorporation to authorize a 
new class of 2,000,000 shares of Preferred Stock.  The Board of 
Directors will have the authority to issue the Preferred Stock in one or 
more classes or series and to fix the rights, preferences, privileges 
and restrictions thereof, including dividend rights, dividend rates, 
conversion rights, voting rights, terms of redemption, redemption 
prices, liquidation preferences and the number of shares constituting 
any classes or series of the designation of such classes or series, 
without further vote or action by the shareholders.  The Company intends 
that its Board of Directors will exercise its authority under the 
proposed Amendment, if adopted, to authorize a newly created class of 
Preferred Stock to effectuate any future financing.

                         EXECUTIVE OFFICERS

All Company Officers are elected yearly by the Board of Directors at its 
annual organizational meeting immediately following each annual 
stockholder's meeting.  The officers during 1995 and as of the date of this 
Proxy Statement, include Lyndon A. Keele, age 67, President, Chairman of 
the Board and Treasurer; Joy C. Hartman, age 47, Executive Vice President, 
and Russell R. Angely, age 57, Vice President of Sales and Marketing.

         
                      REMUNERATION OF OFFICERS AND
                   DIRECTORS AND CERTAIN TRANSACTIONS

The following table sets forth all remuneration for services in all 
capacities to the Company during the year ended December 31, 1995, for the 
Company's Chief Executive Officer and for each executive officer and/or 
director who received more than $100,000.00 from the Company during such 
year.  No director receives any compensation or payment of any nature for 
his services as director other than for an honorarium of Two Hundred Fifty 
Dollars ($250.00) paid to outside directors for each meeting attended.

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                 Annual Compensation              Long term compensation
               ------------------------  -------------------------------
Name and    Year  Salary Bonus  Other           Awards
Principal                       Annual     Restrict-  Options   LTIP    All
Position                        Compen-    ed Stock             Pay-    Other
                                sation                          outs    Compensation
- - ----------  ----  ------ -----  ---------- --------- ---------- ------  --------
                                                
Lyndon A.
Keele, CEO  1995 132,538  -0-     -0-         -0-        -0-      -0-     -0-

Joy C.
Hartman,
EVP         1995 105,179* -0-     -0-         -0-        -0-      -0-     -0-

Russell
R. Angley,
VP          1995  85,938  -0-     17,808      -0-       10,000    -0-     -0-


*Ms. Hartman's base salary of $101,000 was supplemented by a one time 
payment of $4,179 for accrued vacation.  Mr. Angely's other compensation 
resulted from sales commissions.

There were no other such compensated executive officers or directors during 
the calendar year 1995, and there are no others as of the date of this 
Statement.
The Company presently has no standing plans or arrangements for contingent 
forms of compensation such as bonuses, commissions, executive stock 
options, stock appreciation rights, profit sharing, pension, retirement 
plans or other like benefit programs, except for the past and present 
Incentive Stock Option Plan as hereafter described.  No officer, director, 
or other employee consequently received or was entitled to any form of non-
cash compensation under any form of plan described or included within 
Regulation S-B, Section 402(b)(1), Reg. 228.402, Section (b)(1).
The Shareholders approved an initial Incentive Stock Option Plan on April 
22, 1982, including 162,000 shares, which was amended by the shareholders 
on April 24, 1984, to include an additional 200,000 shares.  This Plan 
expired on April 27, 1992.  The shareholders approved a successor Incentive 
Stock Option Plan encompassing 290,950 shares of the authorized previously 
unissued $0.01 per share par value stock of the Company.  This included 
90,950 shares allocated to the initial Plan that had never been awarded and 
200,000 newly allocated shares.  During the year 1992, 50,000 shares were 
made subject to awards by the Committee to officers and directors, 
including 10,000 shares each to all directors except for Mr. Keele who has 
never received any option awards of any nature.  Options can be and are 
awarded under the Plan only to key engineering, design, manufacturing, 
sales, or management personnel and all are granted at the then fair market 
value of the Company's stock.  In the event any option would be awarded to 
a person holding directly or beneficially in excess of ten percent of the 
Company's stock, such award must be made at 110% of the then fair market 
value of the Company's stock.  In all other respects, the Plan conforms to 
all provisions of Section 422 of the Internal Revenue Service Code and has 
been granted authority from time to time to enact amendments to bring the 
Plan into conformity with any amendments to the Code.  The shares allocated 
to the successor Plan were subject to an S-8 Registration Statement filed 
with the Securities and Exchange Commission on or about June 5, 1992.
There have been no changes of any nature in any of the substantive 
provisions or procedures of this Plan since adoption.  Awards under this 
Plan have been made by a committee of the Board (which, during 1995, 
consisted of Lyndon A. Keele and Joy C. Hartman) and are based solely upon 
individual performance and are within the discretion and judgment of the 
Committee.  While Ms. Hartman holds options on certain shares of the 
Company under this Plan, all of the same predate her membership on this 
Committee.  Neither she nor Mr. Keele nor any other prior member of this 
Committee have ever nor will any successor member receive any option grants 
while serving on this Committee other than for the 10,000 shares awarded to 
all directors (except Mr. Keele) on both May 9, 1990, and on July 8, 1992.

The Plan has involved no assets or payments other than the award of options 
which are required to be made at full market price on the date of the 
award.

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All options have always been granted at the then current market price of 
the Company's shares and at values ranging from $8.00 per share to $1.25 
per share as of the date of the statement.  No options have ever been 
awarded at less than market value.  In addition, no option shares have ever 
been awarded to the principal shareholders of the Company.  With respect to 
principal employees and directors, as of the date of the statement, Ms. 
Hartman has options for 35,500 shares; Mr. Angely, options for 20,000 
shares; and Mr. Ray, options for 20,000 shares.

The Company maintains no other compensation awards which are granted in 
conjunction or in tandem with such options and the Company further 
maintains no other pension, thrift, profit sharing or other options or 
similar extraordinary compensation plans of any nature.

There are no standing plans or present proposals for specific payment of 
any bonuses, commissions (other than regular sales commissions), awards of 
other option rights or other remuneration within the terms of Section 
402(b)(1), Reg. 228.402(b)(1), other than salaries as the latter are now 
and will hereafter from time to time be fixed by the Board of Directors.  
Bonuses, commissions, options awards and other similar special payments as 
well as salaries will continue to be fixed from time to time in the 
discretion of the Option Committee and the Board of Directors, as 
circumstances and performance shall indicate.

During 1995 there were two transactions with an officer and a director.  
Mr. Sheldon Hofferman, a Company Director, purchased additional restricted 
stock in the amount of $100,000.  Mr. Lyndon A. Keele, President and a 
Director, converted the Company's $188,600 indebtedness to him into common 
stock. There have been no other transactions resulting in any payment or 
grant or conveyance of other properties or rights other than direct salary 
payments or sales commissions made solely in exchange for actual services 
rendered in the normal course of business.

~         RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Nemiroff, Cosmas and Company (formerly Nemiroff, Cosmas, Titus and 
Cochamiro) have served as public auditors for the Company during the entire 
calendar year 1995, having been re-engaged as Company auditors on December 
21, 1990, succeeding Coopers & Lybrand (which had been the Company auditors 
from 1985 until December 17, 1990).  Nemiroff, Cosmas and Company 
previously served as public auditors for the Company from 1981 through 
1985.  The Board of Directors has voted unanimously to re-engage Nemiroff, 
Cosmas and Company as public auditors for the Company for the current year 
and will request the shareholders to ratify such selection at the annual 
meeting of shareholders to be held on June 12, 1996.  This proposal will be 
determined by a simple majority vote.

Representatives of Nemiroff, Cosmas and Company will be present at the 
meeting of stockholders to assist shareholders and to answer any questions 
that may arise as to the current financial statements and reports and to 
make any statement the auditor may desire to present.

Nemiroff, Cosmas and Company has not rendered any services nor has it made 
any claim for payment of compensation for any non-auditing services.  It 
has no interest of any nature in the Company other than for its present 
professional engagement.  No member or affiliate of the firm has ever had 
any business dealings or family relationships with any officers, directors, 
or principal shareholders of the Company.

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                             ANNUAL REPORT

The Company has mailed its 10-KSB Report and Annual Report for the year 
ended December 31, 1995, under identical cover with this Proxy Statement to 
all stockholders.  Reference may be made to that report for financial and 
other information about the Company.  ADDITIONAL COPIES OF THE FORM 10-KSB 
OR ANY FORM 8-K PREVIOUSLY FILED AND/OR ALL EXHIBITS NOTED ON THE 10-KSB OR 
OF THE SUCCESSOR INCENTIVE STOCK OPTION PLAN WILL BE MADE AVAILABLE TO 
STOCKHOLDERS AT NO COST UPON REQUEST TO THE COMPANY'S SECRETARY, 1919 
SPRINGDALE ROAD, CHERRY HILL, NEW JERSEY 08003, WHICH SHOULD INCLUDE THE 
PRECISE ADDRESS WHERE SUCH MATERIALS ARE TO BE SHIPPED.

                            STOCKHOLDERS PROPOSALS

No stockholder proposals have been received for submission at the June 12, 
1996, meeting.  Any stockholder proposal appropriate for shareholder 
consideration and any action that a shareholder may desire to be considered 
for inclusion in proxy material for the Company's annual meeting of 
stockholders in 1997 must be received at the principal executive offices of 
the Company no later than 120 days prior to the date in 1997 when the proxy 
materials will have been distributed for the 1997 annual meeting of 
shareholders which, at the time of preparation of this statement, is 
estimated to be on or about June 1, 1997.

Any shareholder desiring to submit a proposal at any time is entitled to 
have access to the relevant shareholders list.  Requests for the same 
should be submitted in writing to the Company's Secretary at 1919 
Springdale Road, Cherry Hill, New Jersey 08003.

                                 GENERAL

Proxies are being solicited by mail.  Brokerage houses, custodians, 
nominees and fiduciaries will be requested to forward the soliciting 
material to the beneficial owners of stock held of record by such persons, 
and the Company will reimburse them for their expenses in doing so.

THIS SOLICITATION OF PROXIES IS MADE FOR AND BY MANAGEMENT OF THIS COMPANY 
AND THE ENTIRE COST OF THIS SOLICITATION WILL BE BORNE BY THE COMPANY.

Management does not intend to present and does not have any reason to 
believe that others will present any proposal or item of business at the 
annual meeting other than those set forth in the notice of the meeting and 
within the present Proxy Statement.  If any other matters are properly 
presented for a vote, the proxies will be voted for such matters in 
accordance with the best judgment of the person designated as proxy on the 
proxy card.  Any shareholder may attend the meeting in person, regardless 
of whether a proxy has been previously executed.  Attendance and voting in 
person as well as subsequent execution of a latter written proxy will 
automatically revoke any prior proxy not coupled with an interest.


                          By Order of the Board of Directors:



                          /s/  Joy C. Hartman          
                          Joy C. Hartman, Secretary

Cherry Hill, New Jersey
April 18, 1996