As filed with the Securities and Exchange Commission
on March __, 2010.
                                   Registration No. ___-_____
=============================================================

      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM S-8

   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               DYNASIL CORPORATION OF AMERICA
   (Exact name of registrant as specified in its charter)

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

                       385 Cooper Road
                    West Berlin, NJ 08091
                       (856) 767-4600
          (Address of Principal Executive Offices)

                  2010 STOCK INCENTIVE PLAN
                  (Full title of the plan)

                       Craig T. Dunham
            President and Chief Executive Officer
               Dynasil Corporation of America
                       385 Cooper Road
                    West Berlin, NJ 08091
                       (856) 767-4600
  (Name, address, telephone number, including area code, of
                     agent for service)
                       with a copy to:
                    Gerald Chalphin, Esq.
                 427 E. Mt. Pleasant Avenue
                   Philadelphia, PA 19119
                       (215) 248-1113
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b- 2 of the Exchange Act.

Large accelerated filer  __        Accelerated filer         __

Non-accelerated filer    __        Smaller reporting company xx
                                                             --

<PAGE>
               CALCULATION OF REGISTRATION FEE


                          Proposed
 Title of                 Maximum     Proposed
Securities   Amount to    Offering     Maximum    Amount of
  to be         be       Price Per    Offering   Registration
Registered  Registered    Share(1)      Price       Fee
----------  ----------   ----------  ----------  ------------
  Common
  Stock,    6,000,000(2)   $2.58     $15,480,000  $1,103.72
$.0005 par
  value

TOTAL REGISTRATION FEE           $___.00

(1)  Estimated in accordance with Rules 457(c) and (h) solely
for  the purpose of calculating the registration fee  on  the
basis  of  $2.58 per share (the average of the bid and  asked
prices  of the Registrant's common stock as reported  on  the
OTC Bulletin Board on March 18, 2010 for the 6,000,000 shares
reserved for issuance under the 2010 Stock Incentive Plan.

(2)  Shares  to be issued pursuant to the Dynasil Corporation
of America 2010 Stock Incentive Plan.

<PAGE>

PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  are  hereby  incorporated  by
reference in this Registration Statement and are deemed to be
a  part  hereof  from the date of filing  such  documents  by
Dynasil Corporation of America (the "Corporation"):

(a)  Our Annual Report on Form 10-K for the fiscal year ended
September 30, 2009 filed with the SEC on December 23, 2009

(b) Our proxy statement dated January 6, 2010, filed with the
SEC on January 5, 2010

(c)  Our other reports filed under the Exchange Act with  the
SEC since December 23, 2009.

(d)  Our proxy statement dated January 2, 2008 filed with the
SEC on January 4, 2008.

(e)  All documents we subsequently file with the SEC pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Exchange  Act
prior  to  the  filing  of a post-effective  amendment  which
indicates that all securities offered have been sold or which
deregisters  all securities then remaining unsold,  shall  be
deemed  to  be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing  of
such  documents.  Any  statement contained  herein  or  in  a
document,  all  or  a  portion of which  is  incorporated  by
reference herein shall be deemed to be modified or superseded
for  purposes  of this Registration Statement to  the  extent
that a statement contained in any subsequently filed document
which  also  is or is deemed to be incorporated by  reference
herein  modifies  or  supersedes  such  statement.  Any  such
statement  so  modified or superseded shall  not  be  deemed,
except as so modified or superseded, to constitute a part  of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The by-laws of the Company provide that every person who
is  or  was  a  director or officer of the Company  shall  be
indemnified by the Company to the fullest extent permitted by
the Delaware General Corporation Law. Under that statute, the
Company  may not indemnify directors or officers for breaches
of the directors' or officers' duty of loyalty to the Company
or  its stockholders, acts or omissions not in good faith  or
that involve intentional misconduct or a knowing violation of
law,  the  unlawful payments of dividends or  unlawful  stock
repurchases  or  redemptions or  transactions  in  which  the
director or officer derived an improper personal benefit.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibit Number                   Description

4.1                              Dynasil    Corporation    of
                                 America 2010 Stock Incentive
                                 Plan*

5.1                              Opinion  of Gerald Chalphin,
                                 Esq.*

23.1                             Consent of Haefele, Flanagan
                                 &   Co.,  p.c.,  Independent
                                 Public Accountants*

23.2                             Consent  of Gerald Chalphin,
                                 Esq.  (included  in  Exhibit
                                 5.1 above).

24.1                             Power of Attorney*

*filed herewith

ITEM 9. UNDERTAKINGS.

  (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales
         are being made, a post-effective amendment to this
         registration statement:
          (i) To include any propectus required by section
       10(a)(3) of the Securities Act of 1933;
          (ii) To reflect in the prospectus any facts or
       events arising after the effective date of the
       registration statement (or the most recent post-
       effective amendment thereof) which, individually or
       in the aggregate, represent a fundamental change in
       the information set forth in the registration
       statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered
       (if the total dollar value of securities offered
       would not exceed that which was registered) and any
       deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form
       of prospectus filed with the Commission pursuant to
       Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than 20% change in
       the maximum aggregate offering price set forth in the
       "Calculation of Registration Fee" table in the
       effective registration statement.
          (iii) To include any material information with
       respect to the plan of distribution not previously
       disclosed in the registration statement or any
       material change to such information in the
       registration statement;

Provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability
  under the Securities Act of 1933, each such posteffective
  amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and
  the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.


<PAGE>
     (3) To remove from registration by means of a post-
  effective amendment any of the securities being registered
  which remain unsold at the termination of the offering.

  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

  (c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.

<PAGE>
                         SIGNATURES

  Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to its registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Berlin, State of New Jersey
on March __, 2010.

                              DYNASIL CORPORATION OF AMERICA

                              By: /s/ Craig T. Dunham
                                   Name: Craig T. Dunham
                                   Title: President and Chief
                                          Executive Officer

  Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement or post-
effective amendment thereto, has been signed below by the
following persons in the capacities and on the date
indicated.

    Signature               Title                 Date
/s/ Craig T.          President, Chief      March __, 2010
Dunham                Executive Officer
Craig T. Dunham       and Director
                                            March __, 2010
/s/ Richard A.        Chief Financial
Johnson*              Officer
Richard A.                                  March __, 2010
Johnson
                      Chairman of the
s/s Peter Sulick*     Board of              March __, 2010
Peter Sulick          Directors

/s/ James                                   March __, 2010
Saltzman*             Vice-Chairman of
James Saltzman        the Board of
                      Directors             March __, 2010
/s/ Cecil
Ursprung*
Cecil Ursprung        Director              March __, 2010

s/s Gerald
Entine*               President, RMD        March __, 2010
Gerald Entine         Research and
                      Director
s/s Michael
Joyner*
Michael Joyner        Director

s/s David
Kronfeld*             Director
David Kronfeld

* pursuant to Power of Attorney


<PAGE>

EXHIBIT INDEX
Item 8. Exhibits.

Exhibit Number                   Description

4.1                              Dynasil    Corporation    of
                                 America 2010 Stock Incentive
                                 Plan

5.1                              Opinion  of Gerald Chalphin,
                                 Esq.

23.1                             Consent of Haefele, Flanagan
                                 &   Co.,  p.c.,  Independent
                                 Public Accountants

23.2                             Consent  of Gerald Chalphin,
                                 Esq.  (included  in  Exhibit
                                 5.1 above).

24.1                             Power of Attorney

<PAGE>
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{"company-data": {"conformed-name": "DYNASIL CORP OF AMERICA", "cik": "0000030831", "assigned-sic": "3220", "irs-number": "221734088", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-165651", "film-number": "10700563"}, "business-address": {"street1": "385 COOPER RD", "city": "WEST BERLIN", "state": "NJ", "zip": "08091", "phone": "8567674600"}, "mail-address": {"street1": "385 COOPER RD", "city": "WEST BERLIN", "state": "NJ", "zip": "08091"}}
As filed with the Securities and Exchange Commission
on March __, 2010.
                                   Registration No. ___-_____
=============================================================

      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM S-8

   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               DYNASIL CORPORATION OF AMERICA
   (Exact name of registrant as specified in its charter)

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

                       385 Cooper Road
                    West Berlin, NJ 08091
                       (856) 767-4600
          (Address of Principal Executive Offices)

                  2010 STOCK INCENTIVE PLAN
                  (Full title of the plan)

                       Craig T. Dunham
            President and Chief Executive Officer
               Dynasil Corporation of America
                       385 Cooper Road
                    West Berlin, NJ 08091
                       (856) 767-4600
  (Name, address, telephone number, including area code, of
                     agent for service)
                       with a copy to:
                    Gerald Chalphin, Esq.
                 427 E. Mt. Pleasant Avenue
                   Philadelphia, PA 19119
                       (215) 248-1113
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b- 2 of the Exchange Act.

Large accelerated filer  __        Accelerated filer         __

Non-accelerated filer    __        Smaller reporting company xx
                                                             --
CALCULATION OF REGISTRATION FEE

                          Proposed
 Title of                 Maximum     Proposed
Securities   Amount to    Offering     Maximum    Amount of
  to be         be       Price Per    Offering   Registration
Registered  Registered    Share(1)      Price       Fee
----------  ----------   ----------  ----------  ------------
  Common
  Stock,    6,000,000(2)   $2.58     $15,480,000  $1,103.72
$.0005 par
  value

TOTAL REGISTRATION FEE           $___.00

(1)  Estimated in accordance with Rules 457(c) and (h) solely
for  the purpose of calculating the registration fee  on  the
basis  of  $2.58 per share (the average of the bid and  asked
prices  of the Registrant's common stock as reported  on  the
OTC Bulletin Board on March 18, 2010 for the 6,000,000 shares
reserved for issuance under the 2010 Stock Incentive Plan.

(2)  Shares  to be issued pursuant to the Dynasil Corporation
of America 2010 Stock Incentive Plan.
PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  are  hereby  incorporated  by
reference in this Registration Statement and are deemed to be
a  part  hereof  from the date of filing  such  documents  by
Dynasil Corporation of America (the "Corporation"):

(a)  Our Annual Report on Form 10-K for the fiscal year ended
September 30, 2009 filed with the SEC on December 23, 2009

(b) Our proxy statement dated January 6, 2010, filed with the
SEC on January 5, 2010

(c)  Our other reports filed under the Exchange Act with  the
SEC since December 23, 2009.

(d)  Our proxy statement dated January 2, 2008 filed with the
SEC on January 4, 2008.

(e)  All documents we subsequently file with the SEC pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Exchange  Act
prior  to  the  filing  of a post-effective  amendment  which
indicates that all securities offered have been sold or which
deregisters  all securities then remaining unsold,  shall  be
deemed  to  be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing  of
such  documents.  Any  statement contained  herein  or  in  a
document,  all  or  a  portion of which  is  incorporated  by
reference herein shall be deemed to be modified or superseded
for  purposes  of this Registration Statement to  the  extent
that a statement contained in any subsequently filed document
which  also  is or is deemed to be incorporated by  reference
herein  modifies  or  supersedes  such  statement.  Any  such
statement  so  modified or superseded shall  not  be  deemed,
except as so modified or superseded, to constitute a part  of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The by-laws of the Company provide that every person who
is  or  was  a  director or officer of the Company  shall  be
indemnified by the Company to the fullest extent permitted by
the Delaware General Corporation Law. Under that statute, the
Company  may not indemnify directors or officers for breaches
of the directors' or officers' duty of loyalty to the Company
or  its stockholders, acts or omissions not in good faith  or
that involve intentional misconduct or a knowing violation of
law,  the  unlawful payments of dividends or  unlawful  stock
repurchases  or  redemptions or  transactions  in  which  the
director or officer derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibit Number                   Description

4.1                              Dynasil    Corporation    of
                                 America 2010 Stock Incentive
                                 Plan*

5.1                              Opinion  of Gerald Chalphin,
                                 Esq.*

23.1                             Consent of Haefele, Flanagan
                                 &   Co.,  p.c.,  Independent
                                 Public Accountants*

23.2                             Consent  of Gerald Chalphin,
                                 Esq.  (included  in  Exhibit
                                 5.1 above).

24.1                             Power of Attorney*

*filed herewith

ITEM 9. UNDERTAKINGS.

  (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales
         are being made, a post-effective amendment to this
         registration statement:
          (i) To include any propectus required by section
       10(a)(3) of the Securities Act of 1933;
          (ii) To reflect in the prospectus any facts or
       events arising after the effective date of the
       registration statement (or the most recent post-
       effective amendment thereof) which, individually or
       in the aggregate, represent a fundamental change in
       the information set forth in the registration
       statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered
       (if the total dollar value of securities offered
       would not exceed that which was registered) and any
       deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form
       of prospectus filed with the Commission pursuant to
       Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than 20% change in
       the maximum aggregate offering price set forth in the
       "Calculation of Registration Fee" table in the
       effective registration statement.
          (iii) To include any material information with
       respect to the plan of distribution not previously
       disclosed in the registration statement or any
       material change to such information in the
       registration statement;

Provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability
  under the Securities Act of 1933, each such posteffective
  amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and
  the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
  effective amendment any of the securities being registered
  which remain unsold at the termination of the offering.

  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

  (c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

  Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to its registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Berlin, State of New Jersey
on March __, 2010.

                              DYNASIL CORPORATION OF AMERICA

                              By: /s/ Craig T. Dunham
                                   Name: Craig T. Dunham
                                   Title: President and Chief
                                          Executive Officer

  Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement or post-
effective amendment thereto, has been signed below by the
following persons in the capacities and on the date
indicated.

    Signature               Title                 Date
/s/ Craig T.          President, Chief      March __, 2010
Dunham                Executive Officer
Craig T. Dunham       and Director
                                            March __, 2010
/s/ Richard A.        Chief Financial
Johnson*              Officer
Richard A.                                  March __, 2010
Johnson
                      Chairman of the
s/s Peter Sulick*     Board of              March __, 2010
Peter Sulick          Directors

/s/ James                                   March __, 2010
Saltzman*             Vice-Chairman of
James Saltzman        the Board of
                      Directors             March __, 2010
/s/ Cecil
Ursprung*
Cecil Ursprung        Director              March __, 2010

s/s Gerald
Entine*               President, RMD        March __, 2010
Gerald Entine         Research and
                      Director
s/s Michael
Joyner*
Michael Joyner        Director

s/s David
Kronfeld*             Director
David Kronfeld

* pursuant to Power of Attorney
EXHIBIT INDEX
Item 8. Exhibits.

Exhibit Number                   Description

4.1                              Dynasil    Corporation    of
                                 America 2010 Stock Incentive
                                 Plan

5.1                              Opinion  of Gerald Chalphin,
                                 Esq.

23.1                             Consent of Haefele, Flanagan
                                 &   Co.,  p.c.,  Independent
                                 Public Accountants

23.2                             Consent  of Gerald Chalphin,
                                 Esq.  (included  in  Exhibit
                                 5.1 above).

24.1                             Power of Attorney