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 Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 29, 2006
                              (September 11, 2006)

                                  MISONIX, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         New York                                 1-10986                           11-2148932
- -------------------------------       --------------------------------        --------------------
(State or other jurisdiction of           (Commission File Number)               (IRS Employer
      incorporation)                                                           Identification No.)


    1938 New Highway, Farmingdale, NY                                          11735
- -----------------------------------------                                      -----
(Address of principal executive offices)                                     (Zip Code)



        Registrant's telephone number, including area code (631) 694-9555
                                                           --------------


- --------------------------------------------------------------------------------
          (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:

          [  ]  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))









Item 1.01         Entry into a Material Definitive Agreement.

                  MISONIX, INC. (the "Company") and Fleet National Bank, a Bank
                  of America Company (the "Bank") are parties to the Loan and
                  Security Agreement dated as of January 18, 2002, as amended by
                  Amendment No. 1 to the Loan and Security Agreement dated as of
                  November 12, 2002, as further amended by Amendment No. 2 to
                  the Loan and Security Agreement dated June 20, 2003, as
                  further amended by Amendment No. 3 to the Loan and Security
                  Agreement dated as of January 18, 2005, as further amended by
                  Amendment No. 4 to the Loan and Security Agreement dated as of
                  February 18, 2005, as further amended by Amendment No. 5 to
                  the Loan and Security Agreement dated as of February 14, 2006
                  and as further amended by Amendment No. 6 to the Loan and
                  Security Agreement dated on or about May 11, 2006
                  (collectively, the "Agreement").

                  As of September 12, 2006, the Company and the Bank entered
                  into a letter agreement (the "Waiver Letter") waiving the
                  Company's failure to comply with the financial covenants
                  contained in the Agreement pertaining to (i) the Quick Ratio
                  (as defined in the Agreement) required to be maintained at
                  June 30, 2006; (ii) permitting an operating loss in any two
                  consecutive two-quarter period as of June 30, 2006; and (iii)
                  the minimum consolidated EBITDA (as defined in the Agreement)
                  required to be maintained at June 30, 2006.

                  The Company entered into Amendment No. 7, dated as of
                  September 12, 2006, to the Agreement (the "Amendment") with
                  the Bank. The Amendment modifies the definition of "Borrowing
                  Capacity" under the Agreement to provide that the Company can
                  borrow up to $2,000,000. Previously, the Company was able to
                  borrow up to (i) $6,000,000, provided that the Company
                  demonstrates to the Bank that all of the financial covenants
                  set forth in the Agreement have been complied with, or (ii)
                  $2,500,000, so long as the Company fails to demonstrate to the
                  Bank that all of the financial covenants have been complied
                  with. The Amendment also amends the definition of (i)
                  "Floating Rate Option" to mean the Bank's Prime Rate (as
                  defined in the Agreement) plus two (2) percent and (ii)
                  "Interest Rate" to eliminate the Libor Rate Option (as defined
                  in the Agreement).

                  The foregoing description of the Waiver Letter and the
                  Amendment is qualified in its entirety by reference to the
                  provisions of the Amendment and the Waiver Letter attached to
                  this report as Exhibits 10(bbb) and (ccc), respectively.

Item 9.01         Financial Statements and Exhibits.

(d)               Exhibits.

                  Exhibit 10(bbb) Letter Agreement dated as of September 12,
                  2006.

                  Exhibit 10(ccc) Amendment No. 7 to the Loan and Security
                  Agreement.



                                       2






                                   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.


Date:    September 29, 2006                MISONIX, INC.

                                           By: /s/ Richard Zaremba
                                               -------------------
                                               Richard Zaremba
                                               Senior Vice President and Chief
                                               Financial Officer



                                       3




                                  EXHIBIT INDEX
                                  -------------


Exhibit No.       Description
- -----------       -----------

10(bbb)           Letter Agreement dated as of September 12, 2006

10(ccc)           Amendment No. 7 to the Loan and Security Agreement







































                                       4

EX-10.(BBB)

                                                        As of September 12, 2006


Misonix, Inc.
1938 New Highway
Farmingdale, New York 11735

RE:  Bank of America, N.A., as successor by merger to Fleet National Bank with
     Misonix, Inc.

         Reference is made to the Loan and Security Agreement dated as of
January 18, 2002 by and between MISONIX, INC. , a New York corporation having a
place of business at with offices at 1938 New Highway, Farmingdale, New York
11735 (the "Debtor") and FLEET NATIONAL BANK, having a place of business at 300
Broad Hollow Road, Melville, New York 11747 (the "Secured Party"), as amended by
Amendment No. 1 to the Loan and Security Agreement dated on or about November
11, 2002, as further amended by Amendment No. 2 to the Loan and Security
Agreement dated June 20, 2003, as further amended by Amendment No. 3 to the Loan
and Security Agreement dated as of January 18, 2005, as further amended by
Amendment No. 4 to the Loan and Security Agreement dated as of February 18,
2005, as further amended by Amendment No. 5 to the Loan and Security Agreement
dated as of February 14, 2006, as further amended by Amendment No. 6 to the Loan
and Security Agreement dated on or about May 11, 2006, as may be further amended
from time to time (the aforesaid agreement, including all amendments thereto,
the "Agreement"). All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Agreement.

         Debtor has requested that Secured Party waive Debtor's compliance, for
the period ended June 30, 2006 Debtor's compliance with paragraphs 9.26(b),
9.26(c) and 9.26(e) and the Secured Party has agreed to do so provided that
Debtor execute and deliver this letter agreement to the Secured Party.

         The waiver herein is limited to the waiver of paragraphs 9.26.(b), 9.26
(c) and 9.26.(e) of the Agreement for the periods specified only; this waiver
agreement shall not be construed to waive any other provision of the Agreement,
or to waive compliance paragraphs 9.26.(b), 9.26 (c) and 9.26.(e) of the
Agreement for a period other than as provided herein, or to waive any default
under the Agreement or other Transaction Documents which has occurred or shall
occur.

         As an inducement to Secured Party entering into this waiver agreement,
the Debtor represents and warrants to Secured Party that (a) the representations
and warranties set forth in the Agreement and other Transaction Documents are
true and correct in all material respects, (b) no event has occurred and is
continuing, which constitutes an "Event of Default" under the Agreement and/or
the other Transaction Documents, (c) Debtor is in compliance, in all material
respects, with the covenants and agreements set forth in the Agreement and/or
the other Transaction Documents, and (d) Debtor, upon receipt of this waiver
agreement, will pay to Secured Party a fee of seven thousand five hundred
($7,500.00) dollars.



                                       5



                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Agreement. Except as expressly permitted herein,
all other provisions of the Agreement and the other Transaction Documents remain
unmodified and are in full force and effect.



                                       BANK OF AMERICA,  N.A.,  as successor
                                       by merger to Fleet National Bank


                                       By:/s/ Martha Novak
                                          --------------------------------------
                                           Name: Martha Novak
                                           Title:   Senior Vice President


MISONIX, INC.


By:/s/ Michael A. McManus, Jr.
   -----------------------------------------
    Name:  Michael A. McManus, Jr.
    Title:  President and Chief Executive Officer



                                       6

EX-10.(CCC)

               AMENDMENT NO. 7 TO THE LOAN AND SECURITY AGREEMENT
               --------------------------------------------------

         This AMENDMENT NO. 7 ("Amendment No. 7") dated as of September 12, 2006
to the Loan and Security Agreement dated as of January 18, 2002 by and between
MISONIX, INC., a New York corporation with offices at 1938 New Highway,
Farmingdale, New York 11735 ("Debtor") and BANK OF AMERICA, N.A., as successor
by merger to Fleet National Bank, a national banking association having a place
of business at 300 Broad Hollow Road, Melville, New York 11747 ("Secured
Party"), as amended by Amendment No. 1 to the Loan and Security Agreement dated
as of November 12, 2002, as further amended by Amendment No. 2 to the Loan and
Security Agreement dated June 20, 2003, as further amended by Amendment No. 3 to
the Loan and Security Agreement dated as of January 18, 2005, as further amended
by Amendment No. 4 to the Loan and Security Agreement dated as of February 18,
2005, as further amended by Amendment No. 5 to the Loan and Security Agreement
dated as of February 14, 2006, as further amended by Amendment No. 6 to the Loan
and Security Agreement dated on or about May 11, 2006.

                              W I T N E S S E T H :
                                - - - - - - - - -

         WHEREAS, on January 18, 2002, Debtor and Secured Party had entered into
a certain loan and security agreement, as amended by Amendment No. 1 to the Loan
and Security Agreement dated on or about November 11, 2002, as further amended
by Amendment No. 2 to the Loan and Security Agreement dated June 20, 2003, as
further amended by Amendment No. 3 to the Loan and Security Agreement dated as
of January 18, 2005, as further amended by Amendment No. 4 to the Loan and
Security Agreement dated as of February 18, 2005, as further amended by
Amendment No. 5 to the Loan and Security Agreement dated as of February 14,
2006, as further amended by Amendment No. 6 to the Loan and Security Agreement
dated on or about May 11, 2006 (the aforesaid agreement, including all
amendments thereto, the "Loan Agreement").

         WHEREAS, Debtor has requested that Secured Party, among other things,
amend certain financial covenants, and the Secured Party has agreed to do so, in
the manner set forth below, provided however, that, among other things, Debtor
execute this Amendment No. 7.

         NOW, THEREFORE, in consideration of the mutual promises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:

         1. The definition of "Borrowing Capacity" is hereby amended to read in
         its entirety as follows:

            BORROWING CAPACITY means, at the time of computation, with respect
            to the Revolving Credit Facility, Two Million ($2,000,000.00).

         2. The definition of "Floating Rate Option" is hereby amended to read
         in its entirety as follows:

            FLOATING RATE OPTION means a rate per annum equal to the Prime Rate
            plus 200 basis points.

         3. The definition of "Interest Rate" is hereby amended to read in its
         entirety as follows:



                                       7


            INTEREST RATE shall mean the Floating Rate Option. All computations
            of interest shall be made on the basis of a three hundred sixty
            (360) day year and the actual number of days elapsed.

         4. This Amendment No. 7 and the other Transaction Documents, and the
         rights and obligations of the parties hereunder or thereunder, as the
         case may be, will be construed and interpreted in accordance with the
         laws of the State of New York (excluding the laws applicable to
         conflicts or choice of law).

         5. DEBTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AMENDMENT
         NO. 7 OR ANY OF THE OTHER TRANSACTION DOCUMENTS MAY, AT THE OPTION OF
         SECURED PARTY, BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY
         FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE
         JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
         BEING MADE UPON DEBTOR BY MAIL AT THE ADDRESS SET FORTH IN THIS
         AMENDMENT NO. 7. DEBTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
         HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT
         SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

         6. Debtor hereby grants to Secured Party a continuing lien, security
         interest and right of setoff as security for all liabilities and
         obligations to Secured Party, whether now existing or hereafter
         arising, upon and against all deposits, credits, collateral and
         property, now or hereafter in the possession, custody, safekeeping or
         control of Secured Party or any entity under the control of Bank of
         America or in transit to any of them. At any time, without demand or
         notice (any such notice being expressly waived by Debtor), Secured
         Party may set off the same or any part thereof and apply the same to
         any liability or obligation of Debtor even though unmatured and
         regardless of the adequacy of any other collateral securing the Loans.
         ANY AND ALL RIGHTS TO REQUIRE SECURED PARTY TO EXERCISE ITS RIGHTS OR
         REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS,
         PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
         CREDITS OR OTHER PROPERTY OF THE DEBTOR OR ANY GUARANTOR, ARE HEREBY
         KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.



                                       8



         7. DEBTOR AND SECURED PARTY (BY ENTERING INTO THIS AMENDMENT NO. 7)
         MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
         RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING
         OUT OF, UNDER OR IN CONNECTION WITH THE AGREEMENT (INCLUDING THIS
         AMENDMENT NO. 7) OR ANY OF THE OTHER TRANSACTION DOCUMENTS CONTEMPLATED
         TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE
         OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
         PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF
         DEALINGS, STATEMENTS OR ACTIONS OF SECURED PARTY RELATING TO THE
         ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE TRANSACTION
         DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY
         SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
         HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, DEBTOR HEREBY WAIVES
         ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
         SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
         OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. DEBTOR CERTIFIES THAT NO
         REPRESENTATIVE, AGENT OR ATTORNEY OF SECURED PARTY HAS PRESENTED,
         EXPRESSLY OR OTHERWISE, THAT SECURED PARTY WOULD NOT, IN THE EVENT OF
         LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
         CONSTITUTES A MATERIAL INDUCEMENT FOR SECURED PARTY TO ENTER INTO THIS
         AMENDMENT NO. 7.


         IN WITNESS WHEREOF, the parties have executed this Amendment No. 7 as
of the day and year first above written.

                                       BANK OF AMERICA,  N.A.,  as successor by
                                       merger to Fleet National Bank


                                       By:/s/ Martha Novak
                                          --------------------------------------
                                           Name: Martha Novak
                                           Title:   Senior Vice President



                                       MISONIX, INC.


                                       By:/s/ Michael A. McManus, Jr
                                          --------------------------------------
                                           Name:  Michael A. McManus, Jr.
                                           Title: President and Chief Executive
                                                  Officer