As filed with the Securities and Exchange Commission on August 13, 1999
                         Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                                ZONIC CORPORATION
               (Exact name of registrant specified in its charter)



                                      Ohio

                            (State of Incorporation)

                                   31-0791199

                      (I.R.S. Employer Identification No.)



                 Park 50 TechneCenter, 50 W. TechneCenter Drive
                            Milford, Ohio 45150-9777
                    (Address of Principal Executive Offices)
                                 ---------------

                                ZONIC CORPORATION
                             1999 STOCK OPTION PLAN
                            (Full title of the plan)
                                 ---------------

                            WILLIAM G. KOHLHEPP, ESQ.
                                 Cors & Bassett
                        537 East Pete Rose Way, Suite 400
                             Cincinnati, Ohio 45202
                                  (513)852-8211
            (Name, address and telephone number of agent for service)
                                 ---------------
<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ------------------
<S><C>                        <C>                  <C>                   <C>                      <C>
                                                      Proposed               Proposed
      Title of                  Amount                 maximum                maximum               Amount of
     securities                  to be             offering price            aggregate            registration
  to be registered            registered              per share           offering price               fee
------------------------ ---------------------- ---------------------- ---------------------- -------------------
------------------------ ---------------------- ---------------------- ---------------------- ===================

Common Stock,
 par value $1.00            250,000 shares               $0.17             $42,500.00                 $11.82
------------------------ ---------------------- ---------------------- ---------------------- ===================
</TABLE>
       (1) Estimated solely for the purpose of calculating the registration fee.

       (2) Registration fee has been calculated pursuant to Rule 457(h)(1) based
           upon the average of the bid and ask price on August 11, 1999 of $0.17
           per share.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Zonic Corporation (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

     (a)  The Company's  Annual Report on Form 10-K for the year ended March 31,
          1999;

     (b)  The Company's 1999 Annual Report to  Shareholders;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1999;

     (d)  The  description  of the  Company's  Common  Stock as contained in the
          Registration  Statement  on Form  S-18  (Registration  No.  2-72450C),
          effective  July 2, 1981,  and all  amendments or reports filed for the
          purpose of updating such  description  prior to the termination of the
          offering of Common Stock hereby; and

     (e)  All documents  subsequently  filed by the Company pursuant to Sections
          13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
          amended  ("Exchange  Act"), prior to the termination of this offering
          shall be deemed to be incorporated by reference in this  Registration
          Statement  and to be part  hereof  from  the  date of  filing  of such
          documents.  Any  statement  contained  in a document  incorporated  by
          reference  hereby  shall be deemed to be  modified or  superseded  for
          purposes of this Registration Statement to the extent that a statement
          contained herein (or in any other subsequently filed document which is
          also  incorporated  by reference  herein)  modifies or supersedes such
          statement. Any statement so modified or superseded shall not be deemed
          to constitute a part hereof except as so modified or superseded.

                                     EXPERTS

         The financial statements incorporated in this Registration Statement by
reference from the Company's  Annual Report to  Shareholders  for the year ended
March 31, 1999 have been audited by Clark, Schaefer,  Hackett & Co., independent
auditors,  as stated in their report which is incorporated  herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.


<PAGE>


         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  1701.13(E)  of the Ohio  Revised  Code  (the  "Revised  Code")
provides as follows:

         (E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative, or investigative, other than an action by or in the right of the
corporation,  by  reason  of the  fact  that he is or was a  director,  officer,
employee,  or agent of the  corporation,  or is or was serving at the request of
the corporation as a director,  trustee, officer,  employee, member, manager, or
agent of another  corporation,  domestic or foreign,  nonprofit or for profit, a
limited  liability  company,  or a partnership,  joint venture,  trust, or other
enterprise,  against expenses,  including attorney's fees, judgments, fines, and
amount paid in settlement  actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and, with respect to any criminal action or proceeding,  if he had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit, or proceeding by judgment,  order, settlement,  or conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that  the  person  did not act in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  he had
reasonable cause to believe that his conduct was unlawful.

         (2) A  corporation  may  indemnify or agree to indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending,  or completed  action or suit by or in the right of the  corporation to
procure  a  judgment  in its  favor,  by  reason of the fact that he is or was a
director,  officer, employee, or agent of the corporation,  or is or was serving
at the request of the  corporation as a director,  trustee,  officer,  employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited  liability  company,  or a partnership,  joint venture,
trust,  or  other  enterprise,  against  expenses,  including  attorney's  fees,
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such action or suit, if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made in respect of any of
the following:

                  (a) Any claim,  issue,  or matter as to which  such  person is
         adjudged to be liable for  negligence or misconduct in the  performance
         of his duty to the corporation unless, and only to the extent that, the
         court of  common  pleas or the court in which  such  action or suit was
         brought determines, upon application,  that despite the adjudication of
         liability,  but in view of all of the  circumstances  of the case, such
         person is fairly and reasonably entitled to indemnity for such expenses
         as the court of common pleas or such other court shall deem proper;



<PAGE>


                  (b) Any  action or suit in which the only  liability  asserted
          against a director is pursuant to section 1701.95 of the Revised Code.

         (3) To the extent that a director,  trustee, officer, employee, member,
manager,  or agent has been  successful on the merits or otherwise in defense of
any action,  suit, or proceeding  referred to in division  (E)(1) or (2) of this
section,  or in defense  of any claim,  issue,  or matter  therein,  he shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit, or proceeding.

         (4) Any  indemnification  under division (E)(1) or (2) of this section,
unless ordered by a court,  shall be made by the corporation  only as authorized
in the specific case, upon a determination that indemnification of the director,
trustee,  officer,  employee,  member,  manager,  or  agent  is  proper  in  the
circumstances because he has met the applicable standard of conduct set forth in
division  (E)(1) or (2) of this  section.  Such  determination  shall be made as
follows:

                  (a) By a majority vote of a quorum  consisting of directors of
         the  indemnifying  corporation  who were not and are not  parties to or
         threatened  with any such action,  suit, or  proceeding  referred to in
         division (E)(1) or (2) of this section;

                  (b) If the quorum  described  in  division  (E)(4)(a)  of this
         section  is  not  obtainable  or if a  majority  vote  of a  quorum  of
         disinterested directors so directs, in a written opinion by independent
         legal counsel other than an attorney,  or a firm having associated with
         it an attorney,  who has been retained by or who has performed services
         for the  corporation  or any person to be  indemnified  within the past
         five years;

                  (c)      By the shareholders,

                  (d) By the  court of common  pleas or the court in which  such
         action,  suit, or proceeding  referred to in division  (E)(1) or (2) of
         this section was brought.

         Any determination  made by the  disinterested  directors under division
(E)(4)(a) or by  independent  legal  counsel  under  division  (E)(4)(b) of this
section shall be promptly  communicated  to the person who threatened or brought
the action or suit by or in the right of the  corporation  under division (E)(2)
of this section,  and, within ten days after receipt of such notification,  such
person  shall have the right to petition  the court of common pleas or the court
in which such  action or suit was brought to review the  reasonableness  of such
determination.

          (5) (a) Unless at the time of a director's act or omission that is the
subject of an action,  suit,  or  proceeding  referred to in division  (E)(1) or
(2)of this section,  the articles or the regulations of a corporation  state, by
specific reference to this division, that the provisions of this division do not
apply to the  corporation  and  unless  the only  liability  asserted  against a
director in an action,  suit or proceeding referred to in division (E)(1) or (2)
of this section is pursuant to section  1701.95 of the Revised  Code,  expenses,
including attorney's fees, incurred by a director in defending the action, suit,
or proceeding shall be paid by the corporation as they are incurred,  in advance
of the final disposition of the action, suit, or proceeding,  upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following:

                  (i)      Repay  such  amount  if it is  proved  by  clear  and
                           convincing   evidence   in  a  court   of   competent
                           jurisdiction  that  his  action  or  failure  to  act
                           involved   an  act  or   omission   undertaken   with
                           deliberate  intent to cause injury to the corporation
                           or undertaken  with  reckless  disregard for the best
                           interests of the corporation;

                  (ii)     Reasonably cooperate with the corporation  concerning
                           the action, suit, or proceeding.

                (b) Expenses, including attorney's fees, incurred by a director,
         trustee, officer,  employee,  member, manager or agent in defending any
         action,  suit, or proceeding  referred to in division  (E)(1) or (2) of
         this section,  may be paid by the corporation as they are incurred,  in
         advance of the final disposition of the action, suit, or proceeding, as
         authorized  by the directors in the specific  case,  upon receipt of an
         undertaking  by  or  on  behalf  of  the  director,  trustee,  officer,
         employee,  member,  manager,  or  agent  to repay  such  amount,  if it
         ultimately is determined  that he is not entitled to be  indemnified by
         the corporation.

         (6)  The  indemnification  authorized  by  this  section  shall  not be
exclusive  of, and shall be in addition  to, any other  rights  granted to those
seeking  indemnification under the articles,  the regulations,  any agreement, a
vote of shareholders or disinterested directors, or otherwise, both as to action
in their official  capacities and as to action in another capacity while holding
their offices or positions,  and shall continue as to a person who has ceased to
be a director,  trustee, officer,  employee, member, manager, or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

         (7) A  corporation  may  purchase  and  maintain  insurance  or furnish
similar  protection,  including,  but not limited to,  trust  funds,  letters of
credit,  or  self-insurance,  on  behalf  of or for any  person  who is or was a
director,  officer, employee, or agent of the corporation,  or is or was serving
at the request of the  corporation as a director,  trustee,  officer,  employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited  liability  company,  or a partnership,  joint venture,
trust,  or other  enterprise,  against any  liability  asserted  against him and
incurred by him in any such capacity, or have the power to indemnify him against
such liability under this section. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.

         (8) The authority of a  corporation  to indemnify  persons  pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses as
they are incurred,  indemnification,  insurance, or other protection that may be
provided pursuant to divisions (E)(5),  (6), and (7) of this section.  Divisions
(E)(1) and (2) of this section do not create any  obligation  to repay or return
payments made be corporation pursuant to divisions (E)(5), (6), or (7).

         (9) As used in division (E) of this section, "corporation" includes all
constituent  entities  in a  consolidation  or merger  and the new or  surviving
corporation,  so that any person who is or was a  director,  officer,  employee,
trustee,  member,  manager,  or agent of such a constituent entity, or is or was
serving  at the  request  of such  constituent  entity as a  director,  trustee,
officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint  venture,  trust,  or other  enterprise,  shall stand in the same position
under this section with respect to the new or surviving  corporation as he would
if he had served the new or surviving corporation in the same capacity.

         Section 1701.13 (F)(7) of the Revised Code provides as follows:

         (F) In carrying out the purposes  stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:

         (7) Resist a change or potential  change in control of the  corporation
if the  directors by a majority  vote of a quorum  determine  that the change or
potential change is opposed to or not in the best interests of the corporation:

                  (a) Upon  consideration of the interests of the  corporation's
         shareholders  and any of the  matters  set  forth  in  division  (E) of
         section 1701.59 of the Revised Code; or

                  (b) Because the amount or nature of the indebtedness and other
         obligations  to which the  corporation or any successor or the property
         of either may become subject in connection with the change or potential
         change in control provides reasonable grounds to believe that, within a
         reasonable period of time, any of the following would apply:

                     (i)   The assets of the  corporation or any successor would
                           be or  become  less  than  its  liabilities  plus its
                           stated capital, if any;

                     (ii)  The  corporation or any successor  would be or become
                           insolvent;

                     (iii) Any  voluntary or  involuntary  proceeding  under the
                           federal bankruptcy laws concerning the corporation or
                           any successor would be commenced by any person.


         Section 1701.59 of the Revised Code provides as follows:

         (A) Except  where the law, the  articles,  or the  regulations  require
action to be  authorized  or taken by  shareholders,  all of the  authority of a
corporation  shall be exercised by or under the direction of its directors.  For
their own government,  the directors may adopt bylaws that are not  inconsistent
with the  articles or the  regulations.  The  selection  of a time frame for the
achievement of a corporate goals shall be the responsibility of the directors.

         (B) A director  shall  perform his duties as a director,  including his
duties as a member of any committee of the directors upon which he may serve, in
good faith,  in a manner he  reasonably  believes to be in or not opposed to the
best interests of the corporation,  and with the care that an ordinarily prudent
person in a like position would use under similar  circumstances.  In performing
his duties, a director is entitled to rely on information, opinions, reports, or
statements,  including  financial  statements and other financial data, that are
prepared or presented by:

                  (1) One or  more  directors,  officers,  or  employees  of the
         corporation  who the  director  reasonably  believes  are  reliable and
         competent in the matters prepared or presented;

                  (2)  Counsel,  public  accountants,  or  other  persons  as to
         matters that the director  reasonably  believes are within the person's
         professional or expert competence;

                  (3) A committee of the directors upon which he does not serve,
         duly  established in accordance with a provision of the articles or the
         regulations,  as to matters  within  its  designated  authority,  which
         committee the director reasonably believes to merit confidence.

         (C) For purposes of division (B) of this section:

                  (1) A director  shall not be found to have violated his duties
         under  division  (B) of this  section  unless it is proved by clear and
         convincing evidence that the director has not acted in good faith, in a
         manner  he  reasonably  believes  to be in or not  opposed  to the best
         interest  of the  corporation,  or with  the  care  that an  ordinarily
         prudent   person  in  a  like   position   would   use  under   similar
         circumstances,  in any action  brought  against a  director,  including
         actions involving or affecting any of the following:

                  (a)  A  change  or   potential   change  in   control  of  the
         corporation,  including a determination to resist a change or potential
         change in control made pursuant to division (F) (7) of section  1701.13
         of the Revised Code;

                  (b) A termination  or potential  termination of his service to
          the corporation as a director;

                  (c) His service in any other position or relationship with the
          corporation.

                  (2) A director  shall not be  considered  to be acting in good
         faith if he has knowledge  concerning the matter in question that would
         cause reliance on information,  opinions,  reports,  or statements that
         are prepared or presented by the persons described in divisions (B) (1)
         to (3) of this section to be unwarranted.

                  (3) Nothing contained in this division limits relief available
     under section 1701.60 of the Revised Code.

         (D) A director  shall be liable in  damages  for any action he takes or
fails  to take as a  director  only if it is  proved  by  clear  and  convincing
evidence in a court of competent  jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the corporation or undertaken with reckless  disregard for the best interests of
the  corporation.  Nothing  contained in this division  affects the liability of
directors under section  1701.95 of the Revised Code or limits relief  available
under section  1701.60 of the Revised Code. This division does not apply if, and
only to the extent that, at the time of a director's act or omission that is the
subject of complaint,  the articles or the regulations of the corporation  state
by specific  reference to this division that the  provisions of this division do
not apply to the corporation.

         (E) For purposes of this section,  a director,  in determining  what he
reasonably  believes  to be in the  best  interests  of the  corporation,  shall
consider the interests of the corporation's shareholders and, in his discretion,
may consider any of the following:

                  (1)  The interests of the corporation's employees, suppliers,
creditors, and customers;

                  (2)  The economy of the state and nation;

                  (3)  Community and societal considerations;

                  (4)  The  long-term  as well as  short-term  interests  of the
         corporation and its shareholders,  including the possibility that these
         interests  may be best  served  by the  continued  independence  of the
         corporation.

         (F) Nothing  contained in division  (C) or (D) of this section  affects
the duties of either of the following:

                  (1) A director who acts in any capacity other than his
         capacity as a director;

                  (2) A director or a corporation  that does not have issued and
         outstanding shares that are listed on a national securities exchange or
         are  regularly  quoted  in an  over-the  counter  market by one or more
         members of a national or affiliated securities  association,  who votes
         for or assents to any action taken by the directors of the  corporation
         that,  in  connection  with a change  in  control  of the  corporation,
         directly  results  in  the  holder  or  holders  of a  majority  of the
         outstanding shares of the corporation receiving a greater consideration
         for their shares than other shareholders.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         4.1      Zonic Corporation 1999 Stock Option Plan

         4.2      Form of 1999 Plan Incentive Stock Option Agreement

         4.3      Form of 1999 Plan Non-Qualified Stock Option Agreement

         5        Opinion and consent of Cors & Bassett

         23.1     Consent of Cors & Bassett (included in Exhibit 5).

         23.2     Consent of Clark, Schaefer, Hackett & Co.

         24 Powers of Attorney  (included on signature page of the  Registration
Statement).

Item 9.  Undertakings.

         (a)      The undersigned Company 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 prospectus 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;

                           (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
Item 9 do not apply if the Registration Statement is on Form S-3 or Form S-8 and
the information required to be included in the post-effective amendment by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  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.

                  (4) That, for purposes of determining  any liability under the
Securities Act of 1933,  each filing of the Company'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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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,  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  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized, in the City of Milford, State of Ohio, on August 13, 1999.

ZONIC CORPORATION


By: /s/ James B. Webb
James B. Webb, President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James B. Webb and Dale R. Nieman,  each
with full power to act without the other,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments or post-effective  amendments to this Registration Statement,  and to
file the same with all  exhibits  thereto,  and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do in  person,  hereby  ratifying  and  confirming  all  that  each  such
attorney-in-fact and agent, or his or substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                            Title                     Date

/s/ James B. Webb                   President, Chief Executive August 13, 1999
--------------------------
James B. Webb                       Officer and Director

/s/ Gerald J. Zobrist               Director                   August 13, 1999
--------------------------
Gerald J. Zobrist

/s/ Dale R. Nieman                  Vice-President and         August 13, 1999
--------------------------
Dale R. Nieman                       Secretary

/s/ John H. Reifschneider           Principal Financial and    August 13, 1999
--------------------------          Accounting Officer
John H. Reifschneider



<PAGE>

                                  Exhibit 4.1


                                ZONIC CORPORATION
                             1999 STOCK OPTION PLAN

1.       Purpose

         The  purpose  of the Zonic  Corporation  1999  Stock  Option  Plan (the
"Plan") is to advance the long term growth and success of Zonic Corporation (the
"Company") by offering stock to those  directors,  key officers and employees of
the Company and its affiliated  companies.  The Plan is also intended as a means
of reinforcing  the commonality of interest  between the Company's  shareholders
and the directors,  key officers and employees who are participating in the Plan
and as an aid  in  attracting  and  retaining  key  officers  and  employees  of
outstanding abilities and specialized skills. The Plan shall become effective on
the date in which it is approved by the shareholders of the Company.

2.       Administration

         2.1 The Plan shall be administered,  at the Company's  expense,  by the
Company's Board of Directors (the "Board"),  or, at the discretion of the Board,
a committee of three or more persons who need not be members of the Board.

         2.2 Subject to the  limitations  of the Plan,  the Board shall have the
sole and complete  authority  (a) to select those  employees  and  directors who
shall  participate  in the Plan  ("Participants"),  (b) to grant options in such
forms and amounts as it shall determine and to cancel or suspend options, (c) to
impose such  limitations,  restrictions  and conditions upon options as it shall
deem  appropriate,  (d) to  interpret  the Plan and to adopt,  amend and rescind
rules  and  regulations  relating  to  the  Plan  and  (e)  to  make  all  other
determinations  and to take all other  actions  necessary or  advisable  for the
proper  administration  of the  Plan.  Except as  otherwise  stated in the Plan,
determinations  of fair market value under the Plan shall be made in  accordance
with  the  methods  and  procedures   established  by  the  Board.  The  Board's
determinations  on matters within its authority  shall be conclusive and binding
on the Company and all other parties.

3.       Types of Awards

         Awards  under the Plan may be either  incentive  stock  options  (ISOs)
within the meaning of Section  422(A) of the Internal  Revenue Code of 1986,  or
non-statutory  options.  No incentive  stock  options shall be granted under the
Plan after ten years from the date the Plan is adopted by the Board or  approved
by the shareholders of the Company, whichever is earlier.

4.       Shares Subject to Plan

         Subject to adjustment  as provided in Section 9 below,  an aggregate of
250,000  shares of Common Stock of the Company  shall be reserved and  available
for grant under the Plan. If an option ceases to be  exercisable  in whole or in
part, the shares  representing  such option shall continue to be available under
the Plan for purposes of granting options with respect  thereto.  In the future,
if another  company is  acquired,  any  Common  Stock  covered by or issued as a
result of the assumption or substitution  of outstanding  grants of the acquired
company  shall not be deemed  issued under the Plan and shall not be  subtracted
from the shares of Common Stock  available for grant under the Plan.  The Common
Stock  deliverable  under the Plan may consist in whole or in part of authorized
and unissued shares or treasury shares.

5.       Stock Options

         All stock  options  granted  under  the Plan  shall be  subject  to the
following terms and conditions:

         5.1 The Board may, subject to the provisions of the Plan and such other
terms  and  conditions  as the  Board may  prescribe,  grant to any  Participate
options  to  purchase  shares  of Common  Stock,  which  options  may be ISOs or
non-statutory  options or both.  The grant of an option  shall be evidenced by a
signed written  agreement ("Stock Option  Agreement")  containing such terms and
conditions as the Board may prescribe.

         5.2 The  purchase  price per share of Common  Stock of options  granted
under the Plan shall be  determined  by the Board but shall not be less than one
hundred  (100%) percent of the fair market value of the Common Stock on the date
the option is granted,  or not less than one  hundred ten (110%)  percent of the
fair  market  value of the Common  Stock if the  employee  owns in excess of ten
(10%) percent of the total combined  voting power of all classes of stock of the
Company or its  subsidiary,  as defined in Section 422A of the Internal  Revenue
Code ("a 10%  Stockholder").  If as of the date the option is granted the Common
Stock is traded  over-the-counter,  the fair market  value shall be deemed to be
the mean  "bid"  and  "asked"  prices of the  Common  Stock as  reported  by the
National  Association of Securities Dealers,  Inc. If the Common Stock is listed
upon an established stock exchange or exchanges, such fair market value shall be
deemed to be the highest  closing price of the Common Stock on such  exchange(s)
on the day the option is granted,  or if no sale of the Common  Stock shall have
been made on any exchange on such date, on the next preceding day on which there
was a sale of such stock.

         5.3  Unless  otherwise  prescribed  by the  Board in the  Stock  Option
Agreement,  each option granted under the Plan shall be exercisable for a period
of ten years,  except  that no option  granted to a "10%  Stockholder"  shall be
exercisable  after the  expiration  of five years  from the date it is  granted.
Additionally,  the option granted shall be  exercisable  (i) as to not more than
25% of the total  number of shares  which  may be  purchased  under the  option,
during the first year  after the grant of the  option;  (ii) as to not more than
50% during the first two years  after the grant of the  option;  (iii) as to not
more than 75% during the first three  years after the grant of the option;  (iv)
the total number of shares not previously exercised during the remaining term of
the option.  The Board shall  establish  procedures  governing  the  exercise of
options and shall require that written  notice of exercise be given and that the
option  price be paid in full in cash at the time of  exercise.  The  Board  may
permit  a  Participant,  in lieu of part  or all of the  cash  payment,  to make
payment in Common  Stock or other  property,  valued at fair market value on the
date of  exercise,  as  partial  or full  payment  of option  price.  As soon as
practicable  after  receipt of each notice and full  payment,  the Company shall
deliver to the  Participant  a  certificate  or  certificates  representing  the
acquired Common Stock.

         5.4 Any ISO granted under the Plan shall be  exercisable  upon the date
or dates specified in the Stock Option Agreement,  but not earlier than one year
after the date of grant of the ISO and not later  than ten years  after the date
of grant of the ISO or five  years in the case of an  option  granted  to a "10%
Stockholder",  provided that the aggregate  fair market value,  determined as of
the date of grant,  of Common Stock for which ISOs are exercisable for the first
time during any calendar year as to any Participant shall not exceed the maximum
limitation in section 422A of the Internal Revenue Code.

6.       Compliance with Securities Laws

         At the time of  exercise  of any  option,  the  Board may  require  the
Participant  to  execute  any  document  or take any  action  which  may be then
necessary  to  comply  with  the  Securities  Act of  1933  and  the  rules  and
regulations  promulgated  thereunder,  or any other applicable  federal or state
laws  regulating the sale and issuance of  securities,  and the Board may, if it
deems necessary, include provisions in the Stock Option Agreement to assure such
compliance.  The Board  may,  from time to time,  change its  requirements  with
respect  to  enforcing  compliance  with  federal  and  state  securities  laws,
including the request for and enforcement of letters of investment intent,  such
requirements  to be  determined  by the Board in its  judgment as  necessary  to
assure  compliance  with said laws. Such changes may be made with respect to any
particular option or stock issued upon exercise thereof.

7.       Nonassignability of Awards

         No  option  granted  under  the Plan  shall be  assigned,  transferred,
pledged or otherwise  encumbered by a  Participant,  otherwise  than by will, by
designation  of a  beneficiary  after  death  or by  the  laws  of  descent  and
distribution. Each option shall be exercisable during the Participant's lifetime
only  by the  Participant  or,  if  permissible  under  applicable  law,  by the
Participant's guardian or legal representative.

8.       Change of Control

         In order to maintain all of the Participant's  rights in the event of a
Change of Control of the Company,  the Board, as constituted  before such Change
of Control, in its sole discretion, may, as to any outstanding option, either at
the time an option is made or any time  thereafter,  take any one or more of the
following actions: (a) provide for the acceleration of any time periods relating
to the  exercise of any such option so that such option may be exercised in full
on or before a date fixed by the Board; (b) provide for the purchase of any such
option by the Company, upon a Participant's request, for an amount of cash equal
to the amount  which could have been  attained  upon the exercise of such option
had such option been currently exercisable; (c) make such adjustment to any such
option then outstanding as the Board deems appropriate to reflect such Change of
Control;  or (d) cause any such option then  outstanding  to be assumed,  or new
rights substituted  therefor,  by the acquiring or surviving corporation in such
Change of  Control.  The Board may,  in its  discretion,  include  such  further
provisions and limitations in any agreement  documenting  such options as it may
deem equitable and in the best interests of the Company. A "Change of Control of
the  Company"  shall be deemed to have  occurred if (i) a tender  offer shall be
made and consummated for the ownership of 30% or more of the outstanding  voting
securities of the Company; (ii) the Company shall be merged or consolidated with
another  corporation and as a result of such merger or  consolidation  less than
75%  of  the  outstanding  voting  securities  of  the  surviving  or  resulting
corporation  shall be owned in the aggregate by the former  shareholders  of the
Company as the same  shall  have  existed  immediately  prior to such  merger or
consolidation;  however,  for purposes of this calculation  voting securities of
the Company held by affiliates  (within the meaning of the  Securities  Exchange
Act of 1934) of any party to such merger or consolidation  shall not be included
in the aggregate shares owned by the "former shareholders of the Company"; (iii)
the Company shall sell  substantially  all of its assets to another  corporation
which is not a wholly  owned  subsidiary;  (iv) a person  within the  meaning of
Section  3(a)(9) or of Section  13(d)(3) (as in effect on the effective  date of
the Plan) of the Securities  Exchange Act of 1934,  shall acquire after the date
this Plan is adopted 20% or more of the  outstanding  voting  securities  of the
Company (whether directly,  beneficially or of record), or a person,  within the
meaning of Section  3(a)(9) or Section  13(d)(3) (as in effect on the  effective
date of the Plan) of the Securities Exchange Act of 1934, controls in any manner
the election of a majority of the  directors  of the Company;  or (v) within any
period  of  two  consecutive  years  after  the  effective  date  of  the  Plan,
individuals  who at the beginning of such period  constitute the Company's Board
cease for any  reason to  constitute  at least a  majority  thereof,  unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors  representing  at least  two-thirds of
the directors  then in office who were directors at the beginning of the period.
For purposes hereof,  ownership of voting securities shall take into account and
shall  include  ownership  as  determined  by applying  the  provisions  of Rule
13d-3(d)(1)(i)  (as in effect on the effective date of the Plan) pursuant to the
Securities Exchange Act of 1934.

9.       Adjustments

         9.1 In the event of any change  affecting the Common Stock by reason of
any stock dividend or split, recapitalization,  merger, consolidation, spin-off,
combination  or  exchange  of  shares  or  other   corporate   change,   or  any
distributions to common shareholders other than cash dividends,  the Board shall
make such  substitution or adjustment in the aggregate number or class of shares
which may be  distributed  under the Plan and in the  number,  class and  option
price or other price of shares subject to the outstanding  options granted under
the Plan as it deems to be  appropriate  in order to maintain the purpose of the
original grant.

         9.2 The Board shall be  authorized to make  adjustment  in  performance
award  criteria or in the terms and  conditions of the options in recognition of
unusual  or  non-recurring   events  affecting  the  Company  or  its  financial
statements or changes in applicable laws,  regulations or accounting principles.
The Board  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency in the Plan or any option in the manner and to the extent it shall
deem desirable to carry it into effect.

10.      Board of Directors

         Notwithstanding  any other provision hereof to the contrary,  the Board
may amend,  alter or  discontinue  the Plan or any portion  thereof at any time,
provided  that no such action shall impair the rights of a  Participant  without
the  Participant's  consent and provided that no amendment shall be made without
shareholders  approval  which  shall (a)  increase  the  total  number of shares
reserved  for  issuance  pursuant to the Plan;  (b) change the class of eligible
Participants; or (c) materially increase the benefits under the Plan.

11.      Withholding

         At the Board's  discretion,  the recipient of any option under the Plan
may be required to pay to the Company,  in cash, Common Stock or other property,
or in a  combination  thereof,  the amount of any taxes  required to be withheld
with respect to such option or, the Company  shall have the right to retain from
such  option a  sufficient  number  of shares of  Common  Stock to  satisfy  the
applicable withholding tax obligation.

12.      Amendment of the Plan

         The Plan may at any time or from time to time be terminated,  modified,
or amended by the  shareholders  of the Company,  by the  affirmative  vote of a
majority in interest of the Common  Stock of the  Company.  The Board may at any
time and from time to time modify or amend the Plan in such respects as it shall
deem  advisable  and to the extent  permitted by the  Internal  Revenue Code and
Securities  and Exchange Act of 1934 and the rules and  regulations  promulgated
thereunder.

13.      Indemnification of Board

         In addition to such other rights of indemnification as they may have as
Directors  or as  members  of the  Board,  the  members  of the  Board  shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and  necessarily  incurred in  connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal thereof, to which
they or any of them may be a party by reason of any  action  taken or failure to
act under or in connection with the Plan or any option granted  thereunder,  and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by  independent  legal  counsel  selected by the Company) or paid by
them in  satisfaction  of a judgment  in any such  action,  suit or  proceeding,
except in relation  to matters as to which it shall be adjudged in such  action,
suit or proceeding that such Board member is liable for negligence or misconduct
in the  performance  of his duties;  provided  that within sixty (60) days after
institution  of any such  action,  suit or  proceeding  a Board  member shall in
writing  offer the Company the  opportunity,  at its own expense,  to pursue and
defend the same.





                                  Exhibit 4.2
               Form of 1999 Plan Incentive Stock Option Agreement

                   NOTICE OF GRANT OF INCENTIVE STOCK OPTION

                               ZONIC CORPORATION


TO:      ___________________


         1. An incentive stock option for a total of ____ shares of common stock
of Zonic  Corporation,  an Ohio corporation (the "Company") is hereby granted to
_____________ ("Optionee"),  subject in all respects to the terms and provisions
of  the  1999  Stock  Option  Plan  (the  "Plan"),  which  was  approved  by the
shareholders of the Company on __________, 1999. The terms and provisions of the
Plan are  incorporated  by reference  herein.  The discussion  herein of certain
provisions of the Plan is qualified in its entirety by the complete terms of the
Plan attached hereto.

         2. The option price as  determined by the Board of Directors is $______
per share, representing the fair market value of the common stock of the Company
on  _______,  ____.  Except as  provided  below,  the  option  granted  shall be
exercisable  (i) as to not more than 25% of the total number of shares which may
be  purchased  under the  option,  during  the first year after the grant of the
option;  (ii) as to not more than 50% during the first two years after the grant
of the option;  (iii) as to not more than 75% during the first three years after
the  grant of the  option;  (iv) the  total  number  of  shares  not  previously
exercised during the remaining term of the option. The right of cumulation shall
exist in that,  to the extent not  previously  exercised or  terminated,  option
installments  shall  accumulate and be exercisable,  in whole or in part, in any
subsequent  period,  but no installment of the option shall be exercisable later
than ten years from the date the option is granted.

                  The option  price  shall be payable in United  States  Dollars
upon the  exercise  of the option and shall be paid in cash  unless the Board of
Directors  determines to accept previously  acquired common stock of the Company
owned by Optionee,  free and clear of all liens or encumbrances,  in exchange as
part or full  payment for the  exercise  of the option  based upon the then fair
market value of such common stock.

       3.  Exercise of the option shall be made by the giving of written  notice
to the Company at its  principal  office by  Optionee,  and only if such written
notice  states  the number of shares  with  respect to which the option is being
exercised and further  states the date, not more than thirty (30) days after the
date of such  notice,  on which the shares of common stock shall be taken up and
payment  therefore  shall be made. The option must be exercised  within ten (10)
years from the date of this  option.  The payment for shares of stock  purchased
pursuant to exercise of the option shall be made at the principal  office of the
Company.  Upon the exercise of the option,  in compliance with the provisions of
this paragraph, and upon the receipt by the Company of the payment for the stock
so  purchased,  the Company shall deliver or cause to be delivered to Optionee a
certificate  for the number of shares of common  stock with respect to which the
option is so exercised and payment is so made.  The shares of common stock shall
be registered in the name of Optionee or in such name jointly with him as he may
direct in the written notice of exercise referred to in this paragraph, provided
that in no event shall any shares of stock of the Company be issued  pursuant to
exercise of an option until full payment therefor shall have been made.

         The Company shall be under no obligation to deliver shares  pursuant to
exercise unless and until it is satisfied that the person or persons giving such
notice is or are entitled to exercise the option.

         No shares  shall be  delivered  upon  exercise  of the  options  unless
arrangements satisfactory to the Company have been made for any required Federal
or state income tax or other withholdings.

         The  option  may be  exercised  by  Optionee  only  while  he  is,  and
continually  since the date  hereof has been,  an  employee  of the Company or a
subsidiary  of the  Company.  The grant of this option shall not impose upon the
Company or a subsidiary of the Company any obligation to retain  Optionee in its
employ for any period, nor interfere in any way with the right of the Company or
a subsidiary of the Company to terminate the employment of Optionee at any time.

         4. The Company  shall not be  obligated  to deliver any shares upon the
exercise  of the  option  unless  and until,  in the  opinion  of the  Company's
counsel,  all  applicable  Federal  and  state  laws and  regulations  have been
complied  with,  nor, in the event the  outstanding  common stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been  listed  or  authorized  to be added to the list  upon  official  notice of
issuance  upon such  exchange,  nor unless or until all other  legal  matters in
connection  with the issuance  and delivery of shares have been  approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from Optionee such investment  representation or such agreement,  if
any, the Company may consider  necessary in order to comply with the  Securities
Act of 1933 and may require that Optionee agree that any sale of the shares will
be made only in such manner as is permitted  by the Board of Directors  and that
such person will notify the Company when he makes any  disposition of the shares
whether by sale,  gift or  otherwise.  The Company shall use its best efforts to
effect any such  compliance  and  listing,  and  Optionee  shall take any action
reasonably requested by the Company in such connection.

         5. This option shall not be exercisable except for common shares of the
Company which,  under  applicable state securities laws, at the time of exercise
are exempt from registration,  are the subject matter of an exempt  transaction,
are registered by description, by coordination, or by qualification,  or at such
time are the  subject  matter  of a  transaction  which has been  registered  by
description, all as determined by counsel of the Company.

         6.  This  option  may  not be  pledged  or  transferred  in any  manner
otherwise  than by will,  or the laws of descent  and  distribution,  and may be
exercised  during the lifetime of Optionee only by him. The terms of this option
shall be binding upon the executors, administrators,  heirs, devisees, legatees,
successors and assigns of Optionee.

         7.  This  option  and  all  rights  and  privileges   hereunder   shall
automatically terminate,  except in the event of death or as otherwise expressly
provided  herein,  within three months after Optionee shall cease to be employed
by the Company or a  subsidiary  of the Company for any reason,  voluntarily  or
involuntarily, subject to the condition that the option shall not be exercisable
after the expiration of ten (10) years from the date hereof.

         8. If  Optionee  shall die  while in the  employ  of the  Company  or a
subsidiary of the Company, and he shall not have fully exercised the option, the
option may be exercised  (subject to the condition  that the option shall not be
exercisable  after the expiration of ten (10) years from the date hereof) to the
extent that  Optionee's  right to exercise  such option had accrued  pursuant to
this option at the time of his death and had not previously been  exercised,  at
any time  within  one (1) year  after  Optionee's  death,  by the  executors  or
administrators  of the estate of  Optionee or by any person or persons who shall
have  acquired  the option  directly  from  Optionee by bequest or  inheritance.
Except as so exercised such option shall expire at the end of such period.

         9.  In  the  event  of  a  stock  dividend,  stock  split,  splitup  or
combination  of shares,  recapitalization  or merger in which the Company is the
surviving entity, or other similar capital change,  the maximum number of shares
which may be issued on the exercise of this  option,  the option price and other
relevant  provisions shall be appropriately  adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a Change in
Control,  as defined in the Plan, the Board of Directors,  as constituted before
such Change in Control,  may in its sole discretion provide for the acceleration
of the time periods  relating to the  exercise of this  option,  provide for the
purchase of this option at its fair market value by the Bank, adjust this option
as the Board of Directors  deems  appropriate  to reflect such Change in Control
and/or cause this option to be assumed, or new rights substituted  herefore,  by
the acquiring or surviving corporation in such Change in Control.

              Except as hereinbefore  expressly  provided no adjustment shall be
made with respect to, the number or price of shares of Common  Stock  subject to
the option.

                  The grant of this option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,  reorganizations
or changes of its capital or business structure or to merge or to consolidate or
to dissolve,  liquidate or sell,  or transfer all or any part of its business or
assets.

         10. Under  current  federal  income tax laws, if Optionee (a) holds the
common stock of the Company  received upon exercise of an incentive stock option
for one year from the date he exercises the option and receives the shares,  and
for at least two years from the date of the grant of this option, and (b) at all
times during the period  beginning on the date of the granting of the option and
ending on the day three months before the date of such exercise, Optionee was an
employee of the Company,  there is no taxable  event to Optionee when the option
is exercised, and any later gain or loss realized on the sale of the stock above
or below the option price will be long term capital gain or loss; provided, that
the three month  period  specified  in (b) above shall not apply in the event of
Optionee's  death,  in which case,  Optionee  must have been an  employee  three
months prior to his death, but his estate is not required to exercise the option
within that period. For purposes of calculating the alternative minimum tax, the
bargain purchase  element will be considered as part of the alternative  taxable
income.  This may reduce or eliminate the benefit of the favorable tax treatment
discussed above.

         Failure  to  satisfy  the  foregoing   holding  period  and  employment
requirements  with  respect to any or all of the shares  will result in Optionee
recognizing  ordinary  (earned)  income in an amount equal to the lesser of: (i)
the amount by which the fair market  value of the shares sold exceeds the option
price of said shares and (ii) the total  taxable gain  recognized on the sale of
said shares.  Any gain in excess of the foregoing amount would be a capital gain
to  Optionee.  The  Company  suggests  Optionee  consult  with  his tax  advisor
concerning this and other  applicable  federal and state tax  consequences  upon
exercise of any part of this option.

         11. Optionee shall have no rights as a shareholder  with respect to any
shares covered by his option until the date of the issuance a stock  certificate
to him for such shares.  No adjustment shall be made for dividends  (ordinary or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued, except as provided for herein.

                  Optionee  hereby  acknowledges  receipt of a copy of the Zonic
1999 Stock Option Plan, a copy of which is annexed  hereto,  and represents that
he is familiar with the terms and  provisions  thereof,  and hereby accepts this
option  subject  to all of the terms and  provisions  thereof.  Optionee  hereby
agrees  to  accept  as  binding,   conclusive   and  final  all   decisions   or
interpretations  of the Board of  Directors  of the Company  upon any  questions
arising  under  the  Plan.  Optionee  authorizes  the  Company  to  withhold  in
accordance  with any  applicable law from any  compensation  payable to him, any
taxes required to be withheld by Federal,  State or local law as a result of the
exercise of this option.

                  Furthermore,  Optionee  hereby  acknowledges  receipt of Zonic
Corporation's ____ Annual Report to Shareholders.


Dated:                                         ______________________________
                                               OPTIONEE

                                                     ZONIC CORPORATION

Dated:                                      By:______________________________
                                               James B. Webb, President


ATTEST:

----------------------------------
Dale R. Nieman, Secretary



                                   Exhibit 4.3
             Form of 1999 Plan  Non-Qualified  Stock Option  Agreement NOTICE OF
                  GRANT OF NON-QUALIFIED STOCK OPTION

                                ZONIC CORPORATION


TO:      ___________________


         1. A stock  option  for a total of  _______  shares of common  stock of
Zonic  Corporation,  an Ohio  corporation  (the  "Company") is hereby granted to
_____________ ("Optionee"),  subject in all respects to the terms and provisions
of  the  1999  Stock  Option  Plan  (the  "Plan"),  which  was  approved  by the
shareholders of the Company on __________, 1999. The terms and provisions of the
Plan are  incorporated  by reference  herein.  The discussion  herein of certain
provisions of the Plan is qualified in its entirety by the complete terms of the
Plan attached hereto.

         2. The option price as  determined by the Board of Directors is $______
per share, representing the fair market value of the common stock of the Company
on  _______,  ____.  Except as  provided  below,  the  option  granted  shall be
exercisable  (i) as to not more than 25% of the total number of shares which may
be  purchased  under the  option,  during  the first year after the grant of the
option;  (ii) as to not more than 50% during the first two years after the grant
of the option;  (iii) as to not more than 75% during the first three years after
the  grant of the  option;  (iv) the  total  number  of  shares  not  previously
exercised during the remaining term of the option. The right of cumulation shall
exist in that,  to the extent not  previously  exercised or  terminated,  option
installments  shall  accumulate and be exercisable,  in whole or in part, in any
subsequent  period,  but no installment of the option shall be exercisable later
than ten years from the date the option is granted.

                  The option  price  shall be payable in United  States  Dollars
upon the  exercise  of the option and shall be paid in cash  unless the Board of
Directors  determines to accept previously  acquired common stock of the Company
owned by Optionee,  free and clear of all liens or encumbrances,  in exchange as
part or full  payment for the  exercise  of the option  based upon the then fair
market value of such common stock.

         3. Exercise of the option shall be made by the giving of written notice
to the Company at its  principal  office by  Optionee,  and only if such written
notice  states  the number of shares  with  respect to which the option is being
exercised and further  states the date, not more than thirty (30) days after the
date of such  notice,  on which the shares of common stock shall be taken up and
payment  therefore  shall be made. The option must be exercised  within ten (10)
years from the date of this  option.  The payment for shares of stock  purchased
pursuant to exercise of the option shall be made at the principal  office of the
Company.  Upon the exercise of the option,  in compliance with the provisions of
this paragraph, and upon the receipt by the Company of the payment for the stock
so  purchased,  the Company shall deliver or cause to be delivered to Optionee a
certificate  for the number of shares of common  stock with respect to which the
option is so exercised and payment is so made.  The shares of common stock shall
be registered in the name of Optionee or in such name jointly with him as he may
direct in the written notice of exercise referred to in this paragraph, provided
that in no event shall any shares of stock of the Company be issued  pursuant to
exercise of an option until full payment therefor shall have been made.

         The Company shall be under no obligation to deliver shares  pursuant to
exercise unless and until it is satisfied that the person or persons giving such
notice is or are entitled to exercise the option.

         No shares  shall be  delivered  upon  exercise  of the  options  unless
arrangements satisfactory to the Company have been made for any required Federal
or state income tax or other withholdings.

         The  option  may be  exercised  by  Optionee  only  while  he  is,  and
continually  since the date  hereof has been,  an  employee  of the Company or a
subsidiary  of the  Company.  The grant of this option shall not impose upon the
Company or a subsidiary of the Company any obligation to retain  Optionee in its
employ for any period, nor interfere in any way with the right of the Company or
a subsidiary of the Company to terminate the employment of Optionee at any time.

         4. The Company  shall not be  obligated  to deliver any shares upon the
exercise  of the  option  unless  and until,  in the  opinion  of the  Company's
counsel,  all  applicable  Federal  and  state  laws and  regulations  have been
complied  with,  nor, in the event the  outstanding  common stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been  listed  or  authorized  to be added to the list  upon  official  notice of
issuance  upon such  exchange,  nor unless or until all other  legal  matters in
connection  with the issuance  and delivery of shares have been  approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from Optionee such investment  representation or such agreement,  if
any, the Company may consider  necessary in order to comply with the  Securities
Act of 1933 and may require that Optionee agree that any sale of the shares will
be made only in such manner as is permitted  by the Board of Directors  and that
such person will notify the Company when he makes any  disposition of the shares
whether by sale,  gift or  otherwise.  The Company shall use its best efforts to
effect any such  compliance  and  listing,  and  Optionee  shall take any action
reasonably requested by the Company in such connection.

         5. This option shall not be exercisable except for common shares of the
Company which,  under  applicable state securities laws, at the time of exercise
are exempt from registration,  are the subject matter of an exempt  transaction,
are registered by description, by coordination, or by qualification,  or at such
time are the  subject  matter  of a  transaction  which has been  registered  by
description, all as determined by counsel of the Company.

         6.  This  option  may  not be  pledged  or  transferred  in any  manner
otherwise  than by will,  or the laws of descent  and  distribution,  and may be
exercised  during the lifetime of Optionee only by him. The terms of this option
shall be binding upon the executors, administrators,  heirs, devisees, legatees,
successors and assigns of Optionee.

         7.  This  option  and  all  rights  and  privileges   hereunder   shall
automatically terminate,  except in the event of death or as otherwise expressly
provided  herein,  within three months after Optionee shall cease to be employed
by the Company or a  subsidiary  of the Company for any reason,  voluntarily  or
involuntarily, subject to the condition that the option shall not be exercisable
after the expiration of ten (10) years from the date hereof.

         8. If  Optionee  shall die  while in the  employ  of the  Company  or a
subsidiary of the Company, and he shall not have fully exercised the option, the
option may be exercised  (subject to the condition  that the option shall not be
exercisable  after the expiration of ten (10) years from the date hereof) to the
extent that  Optionee's  right to exercise  such option had accrued  pursuant to
this option at the time of his death and had not previously been  exercised,  at
any time  within  one (1) year  after  Optionee's  death,  by the  executors  or
administrators  of the estate of  Optionee or by any person or persons who shall
have  acquired  the option  directly  from  Optionee by bequest or  inheritance.
Except as so exercised such option shall expire at the end of such period.

         9.  In  the  event  of  a  stock  dividend,  stock  split,  splitup  or
combination  of shares,  recapitalization  or merger in which the Company is the
surviving entity, or other similar capital change,  the maximum number of shares
which may be issued on the exercise of this  option,  the option price and other
relevant  provisions shall be appropriately  adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a Change in
Control,  as defined in the Plan, the Board of Directors,  as constituted before
such Change in Control,  may in its sole discretion provide for the acceleration
of the time periods  relating to the  exercise of this  option,  provide for the
purchase  of this option at its fair market  value by the  Company,  adjust this
option as the Board of  Directors  deems  appropriate  to reflect such Change in
Control  and/or  cause this  option to be  assumed,  or new  rights  substituted
herefore, by the acquiring or surviving corporation in such Change in Control.

                  Except as hereinbefore  expressly provided no adjustment shall
be made with respect to, the number or price of shares of Common  Stock  subject
to the option.

                  The grant of this option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,  reorganizations
or changes of its capital or business structure or to merge or to consolidate or
to dissolve,  liquidate or sell,  or transfer all or any part of its business or
assets.

         10.  Under  current  federal  income  tax laws,  the  Optionee  will be
required to  recognize  as ordinary  (earned)  income on the date of exercise an
amount  equal to the  excess of the fair  market  value of the  shares  over the
exercise price of said shares.  Optionee's tax basis in the shares acquired upon
exercise will be equal to the sum of the exercise price and the amount  Optionee
recognized  as income on the date of  exercise.  Any gain or loss above or below
his tax basis on the disposition of the shares will be treated as a capital gain
or loss.  The Company will be entitled to a deduction  in computing  its taxable
income equal to the amount of ordinary  income  recognized by the Optionee.  The
Company suggests Optionee consult with his tax advisor concerning this and other
applicable  federal and state tax consequences upon exercise of any part of this
option.

         11. Optionee shall have no rights as a shareholder  with respect to any
shares covered by his option until the date of the issuance a stock  certificate
to him for such shares.  No adjustment shall be made for dividends  (ordinary or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued, except as provided for herein.

                  Optionee  hereby  acknowledges  receipt of a copy of the Zonic
1999 Stock Option Plan, a copy of which is annexed  hereto,  and represents that
he is familiar with the terms and  provisions  thereof,  and hereby accepts this
option  subject  to all of the terms and  provisions  thereof.  Optionee  hereby
agrees  to  accept  as  binding,   conclusive   and  final  all   decisions   or
interpretations  of the Board of  Directors  of the Company  upon any  questions
arising  under  the  Plan.  Optionee  authorizes  the  Company  to  withhold  in
accordance  with any  applicable law from any  compensation  payable to him, any
taxes required to be withheld by Federal,  State or local law as a result of the
exercise of this option.

                  Furthermore,  Optionee  hereby  acknowledges  receipt of Zonic
Corporation's ____ Annual Report to Shareholders.


Dated:                                         ______________________________
                                               OPTIONEE

                                                     ZONIC CORPORATION



<PAGE>


Dated:                                      By:______________________________
                                               James B. Webb, President


ATTEST:

----------------------------------
Dale R. Nieman, Secretary


                                    Exhibit 5


                           [CORS & BASSETT LETTERHEAD]




                                                      August 13, 1999



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-1004

         Re:      Zonic Corporation -- Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as legal counsel in connection  with the preparation of a
registration  statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), covering 250,000 shares of common stock, without
par  value  (the  "Shares"),  of Zonic  Corporation,  an Ohio  corporation  (the
"Company"), to be issued under the Zonic Corporation 1999 Stock Option Plan (the
"Plan").

         We have  examined  and are  familiar  with the  Company's  Articles  of
Incorporation  and Code of Regulations,  and the various  corporate  records and
proceedings  relating  to the  organization  of the  Company  and  the  proposed
issuance  of the  Shares.  We  have  also  examined  such  other  documents  and
proceedings  as we have  considered  necessary for the purpose of rendering this
opinion.

         Based on the  foregoing,  it is our  opinion  that the Shares have been
duly  authorized  and, when issued and paid for in accordance  with the terms of
the Registration  Statement and the Plan, will be validly issued, fully paid and
non-assessable.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration Statement.

                                                       Very truly yours,

                                                       /s/ William G. Kohlhepp

                                                       CORS & BASSETT



<PAGE>


                                  Exhibit 23.2



                              ACCOUNTANTS' CONSENT



         We have  issued  our  report  dated  May  18,  1999,  accompanying  the
financial  statements of Zonic  Corporation  which are included in the Company's
Annual Report on Form 10-K for the year ended March 31, 1999. We hereby  consent
to the incorporation by reference of said report in Zonic Corporation's Form S-8
as filed with the  Securities  and  Exchange  Commission  on or about August 13,
1999.



/s/ Clark, Schaefer, Hackett & Co.

Cincinnati, Ohio
August 10, 1999
[{"type": "S-8", "sequence": "1", "description": "ZONIC CORPORATION 1999 STOCK OPTION PLAN", "secsgml_size_bytes": 76540}]
{"company-data": {"conformed-name": "ZONIC CORP", "cik": "0000320515", "assigned-sic": "3829", "irs-number": "310791199", "state-of-incorporation": "OH", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85109", "film-number": "99687368"}, "business-address": {"street1": "PARK 50 TECHNECENTER", "street2": "50 WEST TECHNECENTER DR", "city": "MILFORD", "state": "OH", "zip": "45150", "phone": "5132481911"}, "mail-address": {"street1": "PARK 50 TECHNECENTER", "street2": "50 W TECHNECENTER DR", "city": "MILFORD", "state": "OH", "zip": "45150-9777"}}
As filed with the Securities and Exchange Commission on August 13, 1999
                         Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                                ZONIC CORPORATION
               (Exact name of registrant specified in its charter)

                                      Ohio

                            (State of Incorporation)

                                   31-0791199

                      (I.R.S. Employer Identification No.)

                 Park 50 TechneCenter, 50 W. TechneCenter Drive
                            Milford, Ohio 45150-9777
                    (Address of Principal Executive Offices)
                                 ---------------

                                ZONIC CORPORATION
                             1999 STOCK OPTION PLAN
                            (Full title of the plan)
                                 ---------------

                            WILLIAM G. KOHLHEPP, ESQ.
                                 Cors & Bassett
                        537 East Pete Rose Way, Suite 400
                             Cincinnati, Ohio 45202
                                  (513)852-8211
            (Name, address and telephone number of agent for service)
                                 ---------------
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ------------------
Proposed               Proposed
      Title of                  Amount                 maximum                maximum               Amount of
     securities                  to be             offering price            aggregate            registration
  to be registered            registered              per share           offering price               fee
------------------------ ---------------------- ---------------------- ---------------------- -------------------
------------------------ ---------------------- ---------------------- ---------------------- ===================

Common Stock,
 par value $1.00            250,000 shares               $0.17             $42,500.00                 $11.82
------------------------ ---------------------- ---------------------- ---------------------- ===================
(1) Estimated solely for the purpose of calculating the registration fee.

       (2) Registration fee has been calculated pursuant to Rule 457(h)(1) based
           upon the average of the bid and ask price on August 11, 1999 of $0.17
           per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Zonic Corporation (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

     (a)  The Company's  Annual Report on Form 10-K for the year ended March 31,
          1999;

     (b)  The Company's 1999 Annual Report to  Shareholders;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1999;

     (d)  The  description  of the  Company's  Common  Stock as contained in the
          Registration  Statement  on Form  S-18  (Registration  No.  2-72450C),
          effective  July 2, 1981,  and all  amendments or reports filed for the
          purpose of updating such  description  prior to the termination of the
          offering of Common Stock hereby; and

     (e)  All documents  subsequently  filed by the Company pursuant to Sections
          13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
          amended  ("Exchange  Act"), prior to the termination of this offering
          shall be deemed to be incorporated by reference in this  Registration
          Statement  and to be part  hereof  from  the  date of  filing  of such
          documents.  Any  statement  contained  in a document  incorporated  by
          reference  hereby  shall be deemed to be  modified or  superseded  for
          purposes of this Registration Statement to the extent that a statement
          contained herein (or in any other subsequently filed document which is
          also  incorporated  by reference  herein)  modifies or supersedes such
          statement. Any statement so modified or superseded shall not be deemed
          to constitute a part hereof except as so modified or superseded.

                                     EXPERTS

         The financial statements incorporated in this Registration Statement by
reference from the Company's  Annual Report to  Shareholders  for the year ended
March 31, 1999 have been audited by Clark, Schaefer,  Hackett & Co., independent
auditors,  as stated in their report which is incorporated  herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  1701.13(E)  of the Ohio  Revised  Code  (the  "Revised  Code")
provides as follows:

         (E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative, or investigative, other than an action by or in the right of the
corporation,  by  reason  of the  fact  that he is or was a  director,  officer,
employee,  or agent of the  corporation,  or is or was serving at the request of
the corporation as a director,  trustee, officer,  employee, member, manager, or
agent of another  corporation,  domestic or foreign,  nonprofit or for profit, a
limited  liability  company,  or a partnership,  joint venture,  trust, or other
enterprise,  against expenses,  including attorney's fees, judgments, fines, and
amount paid in settlement  actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and, with respect to any criminal action or proceeding,  if he had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit, or proceeding by judgment,  order, settlement,  or conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that  the  person  did not act in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  he had
reasonable cause to believe that his conduct was unlawful.

         (2) A  corporation  may  indemnify or agree to indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending,  or completed  action or suit by or in the right of the  corporation to
procure  a  judgment  in its  favor,  by  reason of the fact that he is or was a
director,  officer, employee, or agent of the corporation,  or is or was serving
at the request of the  corporation as a director,  trustee,  officer,  employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited  liability  company,  or a partnership,  joint venture,
trust,  or  other  enterprise,  against  expenses,  including  attorney's  fees,
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such action or suit, if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made in respect of any of
the following:

                  (a) Any claim,  issue,  or matter as to which  such  person is
         adjudged to be liable for  negligence or misconduct in the  performance
         of his duty to the corporation unless, and only to the extent that, the
         court of  common  pleas or the court in which  such  action or suit was
         brought determines, upon application,  that despite the adjudication of
         liability,  but in view of all of the  circumstances  of the case, such
         person is fairly and reasonably entitled to indemnity for such expenses
         as the court of common pleas or such other court shall deem proper;
(b) Any  action or suit in which the only  liability  asserted
          against a director is pursuant to section 1701.95 of the Revised Code.

         (3) To the extent that a director,  trustee, officer, employee, member,
manager,  or agent has been  successful on the merits or otherwise in defense of
any action,  suit, or proceeding  referred to in division  (E)(1) or (2) of this
section,  or in defense  of any claim,  issue,  or matter  therein,  he shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit, or proceeding.

         (4) Any  indemnification  under division (E)(1) or (2) of this section,
unless ordered by a court,  shall be made by the corporation  only as authorized
in the specific case, upon a determination that indemnification of the director,
trustee,  officer,  employee,  member,  manager,  or  agent  is  proper  in  the
circumstances because he has met the applicable standard of conduct set forth in
division  (E)(1) or (2) of this  section.  Such  determination  shall be made as
follows:

                  (a) By a majority vote of a quorum  consisting of directors of
         the  indemnifying  corporation  who were not and are not  parties to or
         threatened  with any such action,  suit, or  proceeding  referred to in
         division (E)(1) or (2) of this section;

                  (b) If the quorum  described  in  division  (E)(4)(a)  of this
         section  is  not  obtainable  or if a  majority  vote  of a  quorum  of
         disinterested directors so directs, in a written opinion by independent
         legal counsel other than an attorney,  or a firm having associated with
         it an attorney,  who has been retained by or who has performed services
         for the  corporation  or any person to be  indemnified  within the past
         five years;

                  (c)      By the shareholders,

                  (d) By the  court of common  pleas or the court in which  such
         action,  suit, or proceeding  referred to in division  (E)(1) or (2) of
         this section was brought.

         Any determination  made by the  disinterested  directors under division
(E)(4)(a) or by  independent  legal  counsel  under  division  (E)(4)(b) of this
section shall be promptly  communicated  to the person who threatened or brought
the action or suit by or in the right of the  corporation  under division (E)(2)
of this section,  and, within ten days after receipt of such notification,  such
person  shall have the right to petition  the court of common pleas or the court
in which such  action or suit was brought to review the  reasonableness  of such
determination.

          (5) (a) Unless at the time of a director's act or omission that is the
subject of an action,  suit,  or  proceeding  referred to in division  (E)(1) or
(2)of this section,  the articles or the regulations of a corporation  state, by
specific reference to this division, that the provisions of this division do not
apply to the  corporation  and  unless  the only  liability  asserted  against a
director in an action,  suit or proceeding referred to in division (E)(1) or (2)
of this section is pursuant to section  1701.95 of the Revised  Code,  expenses,
including attorney's fees, incurred by a director in defending the action, suit,
or proceeding shall be paid by the corporation as they are incurred,  in advance
of the final disposition of the action, suit, or proceeding,  upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following:

                  (i)      Repay  such  amount  if it is  proved  by  clear  and
                           convincing   evidence   in  a  court   of   competent
                           jurisdiction  that  his  action  or  failure  to  act
                           involved   an  act  or   omission   undertaken   with
                           deliberate  intent to cause injury to the corporation
                           or undertaken  with  reckless  disregard for the best
                           interests of the corporation;

                  (ii)     Reasonably cooperate with the corporation  concerning
                           the action, suit, or proceeding.

                (b) Expenses, including attorney's fees, incurred by a director,
         trustee, officer,  employee,  member, manager or agent in defending any
         action,  suit, or proceeding  referred to in division  (E)(1) or (2) of
         this section,  may be paid by the corporation as they are incurred,  in
         advance of the final disposition of the action, suit, or proceeding, as
         authorized  by the directors in the specific  case,  upon receipt of an
         undertaking  by  or  on  behalf  of  the  director,  trustee,  officer,
         employee,  member,  manager,  or  agent  to repay  such  amount,  if it
         ultimately is determined  that he is not entitled to be  indemnified by
         the corporation.

         (6)  The  indemnification  authorized  by  this  section  shall  not be
exclusive  of, and shall be in addition  to, any other  rights  granted to those
seeking  indemnification under the articles,  the regulations,  any agreement, a
vote of shareholders or disinterested directors, or otherwise, both as to action
in their official  capacities and as to action in another capacity while holding
their offices or positions,  and shall continue as to a person who has ceased to
be a director,  trustee, officer,  employee, member, manager, or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

         (7) A  corporation  may  purchase  and  maintain  insurance  or furnish
similar  protection,  including,  but not limited to,  trust  funds,  letters of
credit,  or  self-insurance,  on  behalf  of or for any  person  who is or was a
director,  officer, employee, or agent of the corporation,  or is or was serving
at the request of the  corporation as a director,  trustee,  officer,  employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited  liability  company,  or a partnership,  joint venture,
trust,  or other  enterprise,  against any  liability  asserted  against him and
incurred by him in any such capacity, or have the power to indemnify him against
such liability under this section. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.

         (8) The authority of a  corporation  to indemnify  persons  pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses as
they are incurred,  indemnification,  insurance, or other protection that may be
provided pursuant to divisions (E)(5),  (6), and (7) of this section.  Divisions
(E)(1) and (2) of this section do not create any  obligation  to repay or return
payments made be corporation pursuant to divisions (E)(5), (6), or (7).

         (9) As used in division (E) of this section, "corporation" includes all
constituent  entities  in a  consolidation  or merger  and the new or  surviving
corporation,  so that any person who is or was a  director,  officer,  employee,
trustee,  member,  manager,  or agent of such a constituent entity, or is or was
serving  at the  request  of such  constituent  entity as a  director,  trustee,
officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint  venture,  trust,  or other  enterprise,  shall stand in the same position
under this section with respect to the new or surviving  corporation as he would
if he had served the new or surviving corporation in the same capacity.

         Section 1701.13 (F)(7) of the Revised Code provides as follows:

         (F) In carrying out the purposes  stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:

         (7) Resist a change or potential  change in control of the  corporation
if the  directors by a majority  vote of a quorum  determine  that the change or
potential change is opposed to or not in the best interests of the corporation:

                  (a) Upon  consideration of the interests of the  corporation's
         shareholders  and any of the  matters  set  forth  in  division  (E) of
         section 1701.59 of the Revised Code; or

                  (b) Because the amount or nature of the indebtedness and other
         obligations  to which the  corporation or any successor or the property
         of either may become subject in connection with the change or potential
         change in control provides reasonable grounds to believe that, within a
         reasonable period of time, any of the following would apply:

                     (i)   The assets of the  corporation or any successor would
                           be or  become  less  than  its  liabilities  plus its
                           stated capital, if any;

                     (ii)  The  corporation or any successor  would be or become
                           insolvent;

                     (iii) Any  voluntary or  involuntary  proceeding  under the
                           federal bankruptcy laws concerning the corporation or
                           any successor would be commenced by any person.

         Section 1701.59 of the Revised Code provides as follows:

         (A) Except  where the law, the  articles,  or the  regulations  require
action to be  authorized  or taken by  shareholders,  all of the  authority of a
corporation  shall be exercised by or under the direction of its directors.  For
their own government,  the directors may adopt bylaws that are not  inconsistent
with the  articles or the  regulations.  The  selection  of a time frame for the
achievement of a corporate goals shall be the responsibility of the directors.

         (B) A director  shall  perform his duties as a director,  including his
duties as a member of any committee of the directors upon which he may serve, in
good faith,  in a manner he  reasonably  believes to be in or not opposed to the
best interests of the corporation,  and with the care that an ordinarily prudent
person in a like position would use under similar  circumstances.  In performing
his duties, a director is entitled to rely on information, opinions, reports, or
statements,  including  financial  statements and other financial data, that are
prepared or presented by:

                  (1) One or  more  directors,  officers,  or  employees  of the
         corporation  who the  director  reasonably  believes  are  reliable and
         competent in the matters prepared or presented;

                  (2)  Counsel,  public  accountants,  or  other  persons  as to
         matters that the director  reasonably  believes are within the person's
         professional or expert competence;

                  (3) A committee of the directors upon which he does not serve,
         duly  established in accordance with a provision of the articles or the
         regulations,  as to matters  within  its  designated  authority,  which
         committee the director reasonably believes to merit confidence.

         (C) For purposes of division (B) of this section:

                  (1) A director  shall not be found to have violated his duties
         under  division  (B) of this  section  unless it is proved by clear and
         convincing evidence that the director has not acted in good faith, in a
         manner  he  reasonably  believes  to be in or not  opposed  to the best
         interest  of the  corporation,  or with  the  care  that an  ordinarily
         prudent   person  in  a  like   position   would   use  under   similar
         circumstances,  in any action  brought  against a  director,  including
         actions involving or affecting any of the following:

                  (a)  A  change  or   potential   change  in   control  of  the
         corporation,  including a determination to resist a change or potential
         change in control made pursuant to division (F) (7) of section  1701.13
         of the Revised Code;

                  (b) A termination  or potential  termination of his service to
          the corporation as a director;

                  (c) His service in any other position or relationship with the
          corporation.

                  (2) A director  shall not be  considered  to be acting in good
         faith if he has knowledge  concerning the matter in question that would
         cause reliance on information,  opinions,  reports,  or statements that
         are prepared or presented by the persons described in divisions (B) (1)
         to (3) of this section to be unwarranted.

                  (3) Nothing contained in this division limits relief available
     under section 1701.60 of the Revised Code.

         (D) A director  shall be liable in  damages  for any action he takes or
fails  to take as a  director  only if it is  proved  by  clear  and  convincing
evidence in a court of competent  jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the corporation or undertaken with reckless  disregard for the best interests of
the  corporation.  Nothing  contained in this division  affects the liability of
directors under section  1701.95 of the Revised Code or limits relief  available
under section  1701.60 of the Revised Code. This division does not apply if, and
only to the extent that, at the time of a director's act or omission that is the
subject of complaint,  the articles or the regulations of the corporation  state
by specific  reference to this division that the  provisions of this division do
not apply to the corporation.

         (E) For purposes of this section,  a director,  in determining  what he
reasonably  believes  to be in the  best  interests  of the  corporation,  shall
consider the interests of the corporation's shareholders and, in his discretion,
may consider any of the following:

                  (1)  The interests of the corporation's employees, suppliers,
creditors, and customers;

                  (2)  The economy of the state and nation;

                  (3)  Community and societal considerations;

                  (4)  The  long-term  as well as  short-term  interests  of the
         corporation and its shareholders,  including the possibility that these
         interests  may be best  served  by the  continued  independence  of the
         corporation.

         (F) Nothing  contained in division  (C) or (D) of this section  affects
the duties of either of the following:

                  (1) A director who acts in any capacity other than his
         capacity as a director;

                  (2) A director or a corporation  that does not have issued and
         outstanding shares that are listed on a national securities exchange or
         are  regularly  quoted  in an  over-the  counter  market by one or more
         members of a national or affiliated securities  association,  who votes
         for or assents to any action taken by the directors of the  corporation
         that,  in  connection  with a change  in  control  of the  corporation,
         directly  results  in  the  holder  or  holders  of a  majority  of the
         outstanding shares of the corporation receiving a greater consideration
         for their shares than other shareholders.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         4.1      Zonic Corporation 1999 Stock Option Plan

         4.2      Form of 1999 Plan Incentive Stock Option Agreement

         4.3      Form of 1999 Plan Non-Qualified Stock Option Agreement

         5        Opinion and consent of Cors & Bassett

         23.1     Consent of Cors & Bassett (included in Exhibit 5).

         23.2     Consent of Clark, Schaefer, Hackett & Co.

         24 Powers of Attorney  (included on signature page of the  Registration
Statement).

Item 9.  Undertakings.

         (a)      The undersigned Company 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 prospectus 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;

                           (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
Item 9 do not apply if the Registration Statement is on Form S-3 or Form S-8 and
the information required to be included in the post-effective amendment by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  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.

                  (4) That, for purposes of determining  any liability under the
Securities Act of 1933,  each filing of the Company'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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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,  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  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized, in the City of Milford, State of Ohio, on August 13, 1999.

ZONIC CORPORATION

By: /s/ James B. Webb
James B. Webb, President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James B. Webb and Dale R. Nieman,  each
with full power to act without the other,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments or post-effective  amendments to this Registration Statement,  and to
file the same with all  exhibits  thereto,  and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do in  person,  hereby  ratifying  and  confirming  all  that  each  such
attorney-in-fact and agent, or his or substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                            Title                     Date

/s/ James B. Webb                   President, Chief Executive August 13, 1999
--------------------------
James B. Webb                       Officer and Director

/s/ Gerald J. Zobrist               Director                   August 13, 1999
--------------------------
Gerald J. Zobrist

/s/ Dale R. Nieman                  Vice-President and         August 13, 1999
--------------------------
Dale R. Nieman                       Secretary

/s/ John H. Reifschneider           Principal Financial and    August 13, 1999
--------------------------          Accounting Officer
John H. Reifschneider
Exhibit 4.1

                                ZONIC CORPORATION
                             1999 STOCK OPTION PLAN

1.       Purpose

         The  purpose  of the Zonic  Corporation  1999  Stock  Option  Plan (the
"Plan") is to advance the long term growth and success of Zonic Corporation (the
"Company") by offering stock to those  directors,  key officers and employees of
the Company and its affiliated  companies.  The Plan is also intended as a means
of reinforcing  the commonality of interest  between the Company's  shareholders
and the directors,  key officers and employees who are participating in the Plan
and as an aid  in  attracting  and  retaining  key  officers  and  employees  of
outstanding abilities and specialized skills. The Plan shall become effective on
the date in which it is approved by the shareholders of the Company.

2.       Administration

         2.1 The Plan shall be administered,  at the Company's  expense,  by the
Company's Board of Directors (the "Board"),  or, at the discretion of the Board,
a committee of three or more persons who need not be members of the Board.

         2.2 Subject to the  limitations  of the Plan,  the Board shall have the
sole and complete  authority  (a) to select those  employees  and  directors who
shall  participate  in the Plan  ("Participants"),  (b) to grant options in such
forms and amounts as it shall determine and to cancel or suspend options, (c) to
impose such  limitations,  restrictions  and conditions upon options as it shall
deem  appropriate,  (d) to  interpret  the Plan and to adopt,  amend and rescind
rules  and  regulations  relating  to  the  Plan  and  (e)  to  make  all  other
determinations  and to take all other  actions  necessary or  advisable  for the
proper  administration  of the  Plan.  Except as  otherwise  stated in the Plan,
determinations  of fair market value under the Plan shall be made in  accordance
with  the  methods  and  procedures   established  by  the  Board.  The  Board's
determinations  on matters within its authority  shall be conclusive and binding
on the Company and all other parties.

3.       Types of Awards

         Awards  under the Plan may be either  incentive  stock  options  (ISOs)
within the meaning of Section  422(A) of the Internal  Revenue Code of 1986,  or
non-statutory  options.  No incentive  stock  options shall be granted under the
Plan after ten years from the date the Plan is adopted by the Board or  approved
by the shareholders of the Company, whichever is earlier.

4.       Shares Subject to Plan

         Subject to adjustment  as provided in Section 9 below,  an aggregate of
250,000  shares of Common Stock of the Company  shall be reserved and  available
for grant under the Plan. If an option ceases to be  exercisable  in whole or in
part, the shares  representing  such option shall continue to be available under
the Plan for purposes of granting options with respect  thereto.  In the future,
if another  company is  acquired,  any  Common  Stock  covered by or issued as a
result of the assumption or substitution  of outstanding  grants of the acquired
company  shall not be deemed  issued under the Plan and shall not be  subtracted
from the shares of Common Stock  available for grant under the Plan.  The Common
Stock  deliverable  under the Plan may consist in whole or in part of authorized
and unissued shares or treasury shares.

5.       Stock Options

         All stock  options  granted  under  the Plan  shall be  subject  to the
following terms and conditions:

         5.1 The Board may, subject to the provisions of the Plan and such other
terms  and  conditions  as the  Board may  prescribe,  grant to any  Participate
options  to  purchase  shares  of Common  Stock,  which  options  may be ISOs or
non-statutory  options or both.  The grant of an option  shall be evidenced by a
signed written  agreement ("Stock Option  Agreement")  containing such terms and
conditions as the Board may prescribe.

         5.2 The  purchase  price per share of Common  Stock of options  granted
under the Plan shall be  determined  by the Board but shall not be less than one
hundred  (100%) percent of the fair market value of the Common Stock on the date
the option is granted,  or not less than one  hundred ten (110%)  percent of the
fair  market  value of the Common  Stock if the  employee  owns in excess of ten
(10%) percent of the total combined  voting power of all classes of stock of the
Company or its  subsidiary,  as defined in Section 422A of the Internal  Revenue
Code ("a 10%  Stockholder").  If as of the date the option is granted the Common
Stock is traded  over-the-counter,  the fair market  value shall be deemed to be
the mean  "bid"  and  "asked"  prices of the  Common  Stock as  reported  by the
National  Association of Securities Dealers,  Inc. If the Common Stock is listed
upon an established stock exchange or exchanges, such fair market value shall be
deemed to be the highest  closing price of the Common Stock on such  exchange(s)
on the day the option is granted,  or if no sale of the Common  Stock shall have
been made on any exchange on such date, on the next preceding day on which there
was a sale of such stock.

         5.3  Unless  otherwise  prescribed  by the  Board in the  Stock  Option
Agreement,  each option granted under the Plan shall be exercisable for a period
of ten years,  except  that no option  granted to a "10%  Stockholder"  shall be
exercisable  after the  expiration  of five years  from the date it is  granted.
Additionally,  the option granted shall be  exercisable  (i) as to not more than
25% of the total  number of shares  which  may be  purchased  under the  option,
during the first year  after the grant of the  option;  (ii) as to not more than
50% during the first two years  after the grant of the  option;  (iii) as to not
more than 75% during the first three  years after the grant of the option;  (iv)
the total number of shares not previously exercised during the remaining term of
the option.  The Board shall  establish  procedures  governing  the  exercise of
options and shall require that written  notice of exercise be given and that the
option  price be paid in full in cash at the time of  exercise.  The  Board  may
permit  a  Participant,  in lieu of part  or all of the  cash  payment,  to make
payment in Common  Stock or other  property,  valued at fair market value on the
date of  exercise,  as  partial  or full  payment  of option  price.  As soon as
practicable  after  receipt of each notice and full  payment,  the Company shall
deliver to the  Participant  a  certificate  or  certificates  representing  the
acquired Common Stock.

         5.4 Any ISO granted under the Plan shall be  exercisable  upon the date
or dates specified in the Stock Option Agreement,  but not earlier than one year
after the date of grant of the ISO and not later  than ten years  after the date
of grant of the ISO or five  years in the case of an  option  granted  to a "10%
Stockholder",  provided that the aggregate  fair market value,  determined as of
the date of grant,  of Common Stock for which ISOs are exercisable for the first
time during any calendar year as to any Participant shall not exceed the maximum
limitation in section 422A of the Internal Revenue Code.

6.       Compliance with Securities Laws

         At the time of  exercise  of any  option,  the  Board may  require  the
Participant  to  execute  any  document  or take any  action  which  may be then
necessary  to  comply  with  the  Securities  Act of  1933  and  the  rules  and
regulations  promulgated  thereunder,  or any other applicable  federal or state
laws  regulating the sale and issuance of  securities,  and the Board may, if it
deems necessary, include provisions in the Stock Option Agreement to assure such
compliance.  The Board  may,  from time to time,  change its  requirements  with
respect  to  enforcing  compliance  with  federal  and  state  securities  laws,
including the request for and enforcement of letters of investment intent,  such
requirements  to be  determined  by the Board in its  judgment as  necessary  to
assure  compliance  with said laws. Such changes may be made with respect to any
particular option or stock issued upon exercise thereof.

7.       Nonassignability of Awards

         No  option  granted  under  the Plan  shall be  assigned,  transferred,
pledged or otherwise  encumbered by a  Participant,  otherwise  than by will, by
designation  of a  beneficiary  after  death  or by  the  laws  of  descent  and
distribution. Each option shall be exercisable during the Participant's lifetime
only  by the  Participant  or,  if  permissible  under  applicable  law,  by the
Participant's guardian or legal representative.

8.       Change of Control

         In order to maintain all of the Participant's  rights in the event of a
Change of Control of the Company,  the Board, as constituted  before such Change
of Control, in its sole discretion, may, as to any outstanding option, either at
the time an option is made or any time  thereafter,  take any one or more of the
following actions: (a) provide for the acceleration of any time periods relating
to the  exercise of any such option so that such option may be exercised in full
on or before a date fixed by the Board; (b) provide for the purchase of any such
option by the Company, upon a Participant's request, for an amount of cash equal
to the amount  which could have been  attained  upon the exercise of such option
had such option been currently exercisable; (c) make such adjustment to any such
option then outstanding as the Board deems appropriate to reflect such Change of
Control;  or (d) cause any such option then  outstanding  to be assumed,  or new
rights substituted  therefor,  by the acquiring or surviving corporation in such
Change of  Control.  The Board may,  in its  discretion,  include  such  further
provisions and limitations in any agreement  documenting  such options as it may
deem equitable and in the best interests of the Company. A "Change of Control of
the  Company"  shall be deemed to have  occurred if (i) a tender  offer shall be
made and consummated for the ownership of 30% or more of the outstanding  voting
securities of the Company; (ii) the Company shall be merged or consolidated with
another  corporation and as a result of such merger or  consolidation  less than
75%  of  the  outstanding  voting  securities  of  the  surviving  or  resulting
corporation  shall be owned in the aggregate by the former  shareholders  of the
Company as the same  shall  have  existed  immediately  prior to such  merger or
consolidation;  however,  for purposes of this calculation  voting securities of
the Company held by affiliates  (within the meaning of the  Securities  Exchange
Act of 1934) of any party to such merger or consolidation  shall not be included
in the aggregate shares owned by the "former shareholders of the Company"; (iii)
the Company shall sell  substantially  all of its assets to another  corporation
which is not a wholly  owned  subsidiary;  (iv) a person  within the  meaning of
Section  3(a)(9) or of Section  13(d)(3) (as in effect on the effective  date of
the Plan) of the Securities  Exchange Act of 1934,  shall acquire after the date
this Plan is adopted 20% or more of the  outstanding  voting  securities  of the
Company (whether directly,  beneficially or of record), or a person,  within the
meaning of Section  3(a)(9) or Section  13(d)(3) (as in effect on the  effective
date of the Plan) of the Securities Exchange Act of 1934, controls in any manner
the election of a majority of the  directors  of the Company;  or (v) within any
period  of  two  consecutive  years  after  the  effective  date  of  the  Plan,
individuals  who at the beginning of such period  constitute the Company's Board
cease for any  reason to  constitute  at least a  majority  thereof,  unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors  representing  at least  two-thirds of
the directors  then in office who were directors at the beginning of the period.
For purposes hereof,  ownership of voting securities shall take into account and
shall  include  ownership  as  determined  by applying  the  provisions  of Rule
13d-3(d)(1)(i)  (as in effect on the effective date of the Plan) pursuant to the
Securities Exchange Act of 1934.

9.       Adjustments

         9.1 In the event of any change  affecting the Common Stock by reason of
any stock dividend or split, recapitalization,  merger, consolidation, spin-off,
combination  or  exchange  of  shares  or  other   corporate   change,   or  any
distributions to common shareholders other than cash dividends,  the Board shall
make such  substitution or adjustment in the aggregate number or class of shares
which may be  distributed  under the Plan and in the  number,  class and  option
price or other price of shares subject to the outstanding  options granted under
the Plan as it deems to be  appropriate  in order to maintain the purpose of the
original grant.

         9.2 The Board shall be  authorized to make  adjustment  in  performance
award  criteria or in the terms and  conditions of the options in recognition of
unusual  or  non-recurring   events  affecting  the  Company  or  its  financial
statements or changes in applicable laws,  regulations or accounting principles.
The Board  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency in the Plan or any option in the manner and to the extent it shall
deem desirable to carry it into effect.

10.      Board of Directors

         Notwithstanding  any other provision hereof to the contrary,  the Board
may amend,  alter or  discontinue  the Plan or any portion  thereof at any time,
provided  that no such action shall impair the rights of a  Participant  without
the  Participant's  consent and provided that no amendment shall be made without
shareholders  approval  which  shall (a)  increase  the  total  number of shares
reserved  for  issuance  pursuant to the Plan;  (b) change the class of eligible
Participants; or (c) materially increase the benefits under the Plan.

11.      Withholding

         At the Board's  discretion,  the recipient of any option under the Plan
may be required to pay to the Company,  in cash, Common Stock or other property,
or in a  combination  thereof,  the amount of any taxes  required to be withheld
with respect to such option or, the Company  shall have the right to retain from
such  option a  sufficient  number  of shares of  Common  Stock to  satisfy  the
applicable withholding tax obligation.

12.      Amendment of the Plan

         The Plan may at any time or from time to time be terminated,  modified,
or amended by the  shareholders  of the Company,  by the  affirmative  vote of a
majority in interest of the Common  Stock of the  Company.  The Board may at any
time and from time to time modify or amend the Plan in such respects as it shall
deem  advisable  and to the extent  permitted by the  Internal  Revenue Code and
Securities  and Exchange Act of 1934 and the rules and  regulations  promulgated
thereunder.

13.      Indemnification of Board

         In addition to such other rights of indemnification as they may have as
Directors  or as  members  of the  Board,  the  members  of the  Board  shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and  necessarily  incurred in  connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal thereof, to which
they or any of them may be a party by reason of any  action  taken or failure to
act under or in connection with the Plan or any option granted  thereunder,  and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by  independent  legal  counsel  selected by the Company) or paid by
them in  satisfaction  of a judgment  in any such  action,  suit or  proceeding,
except in relation  to matters as to which it shall be adjudged in such  action,
suit or proceeding that such Board member is liable for negligence or misconduct
in the  performance  of his duties;  provided  that within sixty (60) days after
institution  of any such  action,  suit or  proceeding  a Board  member shall in
writing  offer the Company the  opportunity,  at its own expense,  to pursue and
defend the same.

                                  Exhibit 4.2
               Form of 1999 Plan Incentive Stock Option Agreement

                   NOTICE OF GRANT OF INCENTIVE STOCK OPTION

                               ZONIC CORPORATION

TO:      ___________________

         1. An incentive stock option for a total of ____ shares of common stock
of Zonic  Corporation,  an Ohio corporation (the "Company") is hereby granted to
_____________ ("Optionee"),  subject in all respects to the terms and provisions
of  the  1999  Stock  Option  Plan  (the  "Plan"),  which  was  approved  by the
shareholders of the Company on __________, 1999. The terms and provisions of the
Plan are  incorporated  by reference  herein.  The discussion  herein of certain
provisions of the Plan is qualified in its entirety by the complete terms of the
Plan attached hereto.

         2. The option price as  determined by the Board of Directors is $______
per share, representing the fair market value of the common stock of the Company
on  _______,  ____.  Except as  provided  below,  the  option  granted  shall be
exercisable  (i) as to not more than 25% of the total number of shares which may
be  purchased  under the  option,  during  the first year after the grant of the
option;  (ii) as to not more than 50% during the first two years after the grant
of the option;  (iii) as to not more than 75% during the first three years after
the  grant of the  option;  (iv) the  total  number  of  shares  not  previously
exercised during the remaining term of the option. The right of cumulation shall
exist in that,  to the extent not  previously  exercised or  terminated,  option
installments  shall  accumulate and be exercisable,  in whole or in part, in any
subsequent  period,  but no installment of the option shall be exercisable later
than ten years from the date the option is granted.

                  The option  price  shall be payable in United  States  Dollars
upon the  exercise  of the option and shall be paid in cash  unless the Board of
Directors  determines to accept previously  acquired common stock of the Company
owned by Optionee,  free and clear of all liens or encumbrances,  in exchange as
part or full  payment for the  exercise  of the option  based upon the then fair
market value of such common stock.

       3.  Exercise of the option shall be made by the giving of written  notice
to the Company at its  principal  office by  Optionee,  and only if such written
notice  states  the number of shares  with  respect to which the option is being
exercised and further  states the date, not more than thirty (30) days after the
date of such  notice,  on which the shares of common stock shall be taken up and
payment  therefore  shall be made. The option must be exercised  within ten (10)
years from the date of this  option.  The payment for shares of stock  purchased
pursuant to exercise of the option shall be made at the principal  office of the
Company.  Upon the exercise of the option,  in compliance with the provisions of
this paragraph, and upon the receipt by the Company of the payment for the stock
so  purchased,  the Company shall deliver or cause to be delivered to Optionee a
certificate  for the number of shares of common  stock with respect to which the
option is so exercised and payment is so made.  The shares of common stock shall
be registered in the name of Optionee or in such name jointly with him as he may
direct in the written notice of exercise referred to in this paragraph, provided
that in no event shall any shares of stock of the Company be issued  pursuant to
exercise of an option until full payment therefor shall have been made.

         The Company shall be under no obligation to deliver shares  pursuant to
exercise unless and until it is satisfied that the person or persons giving such
notice is or are entitled to exercise the option.

         No shares  shall be  delivered  upon  exercise  of the  options  unless
arrangements satisfactory to the Company have been made for any required Federal
or state income tax or other withholdings.

         The  option  may be  exercised  by  Optionee  only  while  he  is,  and
continually  since the date  hereof has been,  an  employee  of the Company or a
subsidiary  of the  Company.  The grant of this option shall not impose upon the
Company or a subsidiary of the Company any obligation to retain  Optionee in its
employ for any period, nor interfere in any way with the right of the Company or
a subsidiary of the Company to terminate the employment of Optionee at any time.

         4. The Company  shall not be  obligated  to deliver any shares upon the
exercise  of the  option  unless  and until,  in the  opinion  of the  Company's
counsel,  all  applicable  Federal  and  state  laws and  regulations  have been
complied  with,  nor, in the event the  outstanding  common stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been  listed  or  authorized  to be added to the list  upon  official  notice of
issuance  upon such  exchange,  nor unless or until all other  legal  matters in
connection  with the issuance  and delivery of shares have been  approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from Optionee such investment  representation or such agreement,  if
any, the Company may consider  necessary in order to comply with the  Securities
Act of 1933 and may require that Optionee agree that any sale of the shares will
be made only in such manner as is permitted  by the Board of Directors  and that
such person will notify the Company when he makes any  disposition of the shares
whether by sale,  gift or  otherwise.  The Company shall use its best efforts to
effect any such  compliance  and  listing,  and  Optionee  shall take any action
reasonably requested by the Company in such connection.

         5. This option shall not be exercisable except for common shares of the
Company which,  under  applicable state securities laws, at the time of exercise
are exempt from registration,  are the subject matter of an exempt  transaction,
are registered by description, by coordination, or by qualification,  or at such
time are the  subject  matter  of a  transaction  which has been  registered  by
description, all as determined by counsel of the Company.

         6.  This  option  may  not be  pledged  or  transferred  in any  manner
otherwise  than by will,  or the laws of descent  and  distribution,  and may be
exercised  during the lifetime of Optionee only by him. The terms of this option
shall be binding upon the executors, administrators,  heirs, devisees, legatees,
successors and assigns of Optionee.

         7.  This  option  and  all  rights  and  privileges   hereunder   shall
automatically terminate,  except in the event of death or as otherwise expressly
provided  herein,  within three months after Optionee shall cease to be employed
by the Company or a  subsidiary  of the Company for any reason,  voluntarily  or
involuntarily, subject to the condition that the option shall not be exercisable
after the expiration of ten (10) years from the date hereof.

         8. If  Optionee  shall die  while in the  employ  of the  Company  or a
subsidiary of the Company, and he shall not have fully exercised the option, the
option may be exercised  (subject to the condition  that the option shall not be
exercisable  after the expiration of ten (10) years from the date hereof) to the
extent that  Optionee's  right to exercise  such option had accrued  pursuant to
this option at the time of his death and had not previously been  exercised,  at
any time  within  one (1) year  after  Optionee's  death,  by the  executors  or
administrators  of the estate of  Optionee or by any person or persons who shall
have  acquired  the option  directly  from  Optionee by bequest or  inheritance.
Except as so exercised such option shall expire at the end of such period.

         9.  In  the  event  of  a  stock  dividend,  stock  split,  splitup  or
combination  of shares,  recapitalization  or merger in which the Company is the
surviving entity, or other similar capital change,  the maximum number of shares
which may be issued on the exercise of this  option,  the option price and other
relevant  provisions shall be appropriately  adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a Change in
Control,  as defined in the Plan, the Board of Directors,  as constituted before
such Change in Control,  may in its sole discretion provide for the acceleration
of the time periods  relating to the  exercise of this  option,  provide for the
purchase of this option at its fair market value by the Bank, adjust this option
as the Board of Directors  deems  appropriate  to reflect such Change in Control
and/or cause this option to be assumed, or new rights substituted  herefore,  by
the acquiring or surviving corporation in such Change in Control.

              Except as hereinbefore  expressly  provided no adjustment shall be
made with respect to, the number or price of shares of Common  Stock  subject to
the option.

                  The grant of this option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,  reorganizations
or changes of its capital or business structure or to merge or to consolidate or
to dissolve,  liquidate or sell,  or transfer all or any part of its business or
assets.

         10. Under  current  federal  income tax laws, if Optionee (a) holds the
common stock of the Company  received upon exercise of an incentive stock option
for one year from the date he exercises the option and receives the shares,  and
for at least two years from the date of the grant of this option, and (b) at all
times during the period  beginning on the date of the granting of the option and
ending on the day three months before the date of such exercise, Optionee was an
employee of the Company,  there is no taxable  event to Optionee when the option
is exercised, and any later gain or loss realized on the sale of the stock above
or below the option price will be long term capital gain or loss; provided, that
the three month  period  specified  in (b) above shall not apply in the event of
Optionee's  death,  in which case,  Optionee  must have been an  employee  three
months prior to his death, but his estate is not required to exercise the option
within that period. For purposes of calculating the alternative minimum tax, the
bargain purchase  element will be considered as part of the alternative  taxable
income.  This may reduce or eliminate the benefit of the favorable tax treatment
discussed above.

         Failure  to  satisfy  the  foregoing   holding  period  and  employment
requirements  with  respect to any or all of the shares  will result in Optionee
recognizing  ordinary  (earned)  income in an amount equal to the lesser of: (i)
the amount by which the fair market  value of the shares sold exceeds the option
price of said shares and (ii) the total  taxable gain  recognized on the sale of
said shares.  Any gain in excess of the foregoing amount would be a capital gain
to  Optionee.  The  Company  suggests  Optionee  consult  with  his tax  advisor
concerning this and other  applicable  federal and state tax  consequences  upon
exercise of any part of this option.

         11. Optionee shall have no rights as a shareholder  with respect to any
shares covered by his option until the date of the issuance a stock  certificate
to him for such shares.  No adjustment shall be made for dividends  (ordinary or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued, except as provided for herein.

                  Optionee  hereby  acknowledges  receipt of a copy of the Zonic
1999 Stock Option Plan, a copy of which is annexed  hereto,  and represents that
he is familiar with the terms and  provisions  thereof,  and hereby accepts this
option  subject  to all of the terms and  provisions  thereof.  Optionee  hereby
agrees  to  accept  as  binding,   conclusive   and  final  all   decisions   or
interpretations  of the Board of  Directors  of the Company  upon any  questions
arising  under  the  Plan.  Optionee  authorizes  the  Company  to  withhold  in
accordance  with any  applicable law from any  compensation  payable to him, any
taxes required to be withheld by Federal,  State or local law as a result of the
exercise of this option.

                  Furthermore,  Optionee  hereby  acknowledges  receipt of Zonic
Corporation's ____ Annual Report to Shareholders.

Dated:                                         ______________________________
                                               OPTIONEE

                                                     ZONIC CORPORATION

Dated:                                      By:______________________________
                                               James B. Webb, President

ATTEST:

----------------------------------
Dale R. Nieman, Secretary

                                   Exhibit 4.3
             Form of 1999 Plan  Non-Qualified  Stock Option  Agreement NOTICE OF
                  GRANT OF NON-QUALIFIED STOCK OPTION

                                ZONIC CORPORATION

TO:      ___________________

         1. A stock  option  for a total of  _______  shares of common  stock of
Zonic  Corporation,  an Ohio  corporation  (the  "Company") is hereby granted to
_____________ ("Optionee"),  subject in all respects to the terms and provisions
of  the  1999  Stock  Option  Plan  (the  "Plan"),  which  was  approved  by the
shareholders of the Company on __________, 1999. The terms and provisions of the
Plan are  incorporated  by reference  herein.  The discussion  herein of certain
provisions of the Plan is qualified in its entirety by the complete terms of the
Plan attached hereto.

         2. The option price as  determined by the Board of Directors is $______
per share, representing the fair market value of the common stock of the Company
on  _______,  ____.  Except as  provided  below,  the  option  granted  shall be
exercisable  (i) as to not more than 25% of the total number of shares which may
be  purchased  under the  option,  during  the first year after the grant of the
option;  (ii) as to not more than 50% during the first two years after the grant
of the option;  (iii) as to not more than 75% during the first three years after
the  grant of the  option;  (iv) the  total  number  of  shares  not  previously
exercised during the remaining term of the option. The right of cumulation shall
exist in that,  to the extent not  previously  exercised or  terminated,  option
installments  shall  accumulate and be exercisable,  in whole or in part, in any
subsequent  period,  but no installment of the option shall be exercisable later
than ten years from the date the option is granted.

                  The option  price  shall be payable in United  States  Dollars
upon the  exercise  of the option and shall be paid in cash  unless the Board of
Directors  determines to accept previously  acquired common stock of the Company
owned by Optionee,  free and clear of all liens or encumbrances,  in exchange as
part or full  payment for the  exercise  of the option  based upon the then fair
market value of such common stock.

         3. Exercise of the option shall be made by the giving of written notice
to the Company at its  principal  office by  Optionee,  and only if such written
notice  states  the number of shares  with  respect to which the option is being
exercised and further  states the date, not more than thirty (30) days after the
date of such  notice,  on which the shares of common stock shall be taken up and
payment  therefore  shall be made. The option must be exercised  within ten (10)
years from the date of this  option.  The payment for shares of stock  purchased
pursuant to exercise of the option shall be made at the principal  office of the
Company.  Upon the exercise of the option,  in compliance with the provisions of
this paragraph, and upon the receipt by the Company of the payment for the stock
so  purchased,  the Company shall deliver or cause to be delivered to Optionee a
certificate  for the number of shares of common  stock with respect to which the
option is so exercised and payment is so made.  The shares of common stock shall
be registered in the name of Optionee or in such name jointly with him as he may
direct in the written notice of exercise referred to in this paragraph, provided
that in no event shall any shares of stock of the Company be issued  pursuant to
exercise of an option until full payment therefor shall have been made.

         The Company shall be under no obligation to deliver shares  pursuant to
exercise unless and until it is satisfied that the person or persons giving such
notice is or are entitled to exercise the option.

         No shares  shall be  delivered  upon  exercise  of the  options  unless
arrangements satisfactory to the Company have been made for any required Federal
or state income tax or other withholdings.

         The  option  may be  exercised  by  Optionee  only  while  he  is,  and
continually  since the date  hereof has been,  an  employee  of the Company or a
subsidiary  of the  Company.  The grant of this option shall not impose upon the
Company or a subsidiary of the Company any obligation to retain  Optionee in its
employ for any period, nor interfere in any way with the right of the Company or
a subsidiary of the Company to terminate the employment of Optionee at any time.

         4. The Company  shall not be  obligated  to deliver any shares upon the
exercise  of the  option  unless  and until,  in the  opinion  of the  Company's
counsel,  all  applicable  Federal  and  state  laws and  regulations  have been
complied  with,  nor, in the event the  outstanding  common stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been  listed  or  authorized  to be added to the list  upon  official  notice of
issuance  upon such  exchange,  nor unless or until all other  legal  matters in
connection  with the issuance  and delivery of shares have been  approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from Optionee such investment  representation or such agreement,  if
any, the Company may consider  necessary in order to comply with the  Securities
Act of 1933 and may require that Optionee agree that any sale of the shares will
be made only in such manner as is permitted  by the Board of Directors  and that
such person will notify the Company when he makes any  disposition of the shares
whether by sale,  gift or  otherwise.  The Company shall use its best efforts to
effect any such  compliance  and  listing,  and  Optionee  shall take any action
reasonably requested by the Company in such connection.

         5. This option shall not be exercisable except for common shares of the
Company which,  under  applicable state securities laws, at the time of exercise
are exempt from registration,  are the subject matter of an exempt  transaction,
are registered by description, by coordination, or by qualification,  or at such
time are the  subject  matter  of a  transaction  which has been  registered  by
description, all as determined by counsel of the Company.

         6.  This  option  may  not be  pledged  or  transferred  in any  manner
otherwise  than by will,  or the laws of descent  and  distribution,  and may be
exercised  during the lifetime of Optionee only by him. The terms of this option
shall be binding upon the executors, administrators,  heirs, devisees, legatees,
successors and assigns of Optionee.

         7.  This  option  and  all  rights  and  privileges   hereunder   shall
automatically terminate,  except in the event of death or as otherwise expressly
provided  herein,  within three months after Optionee shall cease to be employed
by the Company or a  subsidiary  of the Company for any reason,  voluntarily  or
involuntarily, subject to the condition that the option shall not be exercisable
after the expiration of ten (10) years from the date hereof.

         8. If  Optionee  shall die  while in the  employ  of the  Company  or a
subsidiary of the Company, and he shall not have fully exercised the option, the
option may be exercised  (subject to the condition  that the option shall not be
exercisable  after the expiration of ten (10) years from the date hereof) to the
extent that  Optionee's  right to exercise  such option had accrued  pursuant to
this option at the time of his death and had not previously been  exercised,  at
any time  within  one (1) year  after  Optionee's  death,  by the  executors  or
administrators  of the estate of  Optionee or by any person or persons who shall
have  acquired  the option  directly  from  Optionee by bequest or  inheritance.
Except as so exercised such option shall expire at the end of such period.

         9.  In  the  event  of  a  stock  dividend,  stock  split,  splitup  or
combination  of shares,  recapitalization  or merger in which the Company is the
surviving entity, or other similar capital change,  the maximum number of shares
which may be issued on the exercise of this  option,  the option price and other
relevant  provisions shall be appropriately  adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a Change in
Control,  as defined in the Plan, the Board of Directors,  as constituted before
such Change in Control,  may in its sole discretion provide for the acceleration
of the time periods  relating to the  exercise of this  option,  provide for the
purchase  of this option at its fair market  value by the  Company,  adjust this
option as the Board of  Directors  deems  appropriate  to reflect such Change in
Control  and/or  cause this  option to be  assumed,  or new  rights  substituted
herefore, by the acquiring or surviving corporation in such Change in Control.

                  Except as hereinbefore  expressly provided no adjustment shall
be made with respect to, the number or price of shares of Common  Stock  subject
to the option.

                  The grant of this option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,  reorganizations
or changes of its capital or business structure or to merge or to consolidate or
to dissolve,  liquidate or sell,  or transfer all or any part of its business or
assets.

         10.  Under  current  federal  income  tax laws,  the  Optionee  will be
required to  recognize  as ordinary  (earned)  income on the date of exercise an
amount  equal to the  excess of the fair  market  value of the  shares  over the
exercise price of said shares.  Optionee's tax basis in the shares acquired upon
exercise will be equal to the sum of the exercise price and the amount  Optionee
recognized  as income on the date of  exercise.  Any gain or loss above or below
his tax basis on the disposition of the shares will be treated as a capital gain
or loss.  The Company will be entitled to a deduction  in computing  its taxable
income equal to the amount of ordinary  income  recognized by the Optionee.  The
Company suggests Optionee consult with his tax advisor concerning this and other
applicable  federal and state tax consequences upon exercise of any part of this
option.

         11. Optionee shall have no rights as a shareholder  with respect to any
shares covered by his option until the date of the issuance a stock  certificate
to him for such shares.  No adjustment shall be made for dividends  (ordinary or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued, except as provided for herein.

                  Optionee  hereby  acknowledges  receipt of a copy of the Zonic
1999 Stock Option Plan, a copy of which is annexed  hereto,  and represents that
he is familiar with the terms and  provisions  thereof,  and hereby accepts this
option  subject  to all of the terms and  provisions  thereof.  Optionee  hereby
agrees  to  accept  as  binding,   conclusive   and  final  all   decisions   or
interpretations  of the Board of  Directors  of the Company  upon any  questions
arising  under  the  Plan.  Optionee  authorizes  the  Company  to  withhold  in
accordance  with any  applicable law from any  compensation  payable to him, any
taxes required to be withheld by Federal,  State or local law as a result of the
exercise of this option.

                  Furthermore,  Optionee  hereby  acknowledges  receipt of Zonic
Corporation's ____ Annual Report to Shareholders.

Dated:                                         ______________________________
                                               OPTIONEE

                                                     ZONIC CORPORATION
Dated:                                      By:______________________________
                                               James B. Webb, President

ATTEST:

----------------------------------
Dale R. Nieman, Secretary

                                    Exhibit 5

                           [CORS & BASSETT LETTERHEAD]

                                                      August 13, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-1004

         Re:      Zonic Corporation -- Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as legal counsel in connection  with the preparation of a
registration  statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), covering 250,000 shares of common stock, without
par  value  (the  "Shares"),  of Zonic  Corporation,  an Ohio  corporation  (the
"Company"), to be issued under the Zonic Corporation 1999 Stock Option Plan (the
"Plan").

         We have  examined  and are  familiar  with the  Company's  Articles  of
Incorporation  and Code of Regulations,  and the various  corporate  records and
proceedings  relating  to the  organization  of the  Company  and  the  proposed
issuance  of the  Shares.  We  have  also  examined  such  other  documents  and
proceedings  as we have  considered  necessary for the purpose of rendering this
opinion.

         Based on the  foregoing,  it is our  opinion  that the Shares have been
duly  authorized  and, when issued and paid for in accordance  with the terms of
the Registration  Statement and the Plan, will be validly issued, fully paid and
non-assessable.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration Statement.

                                                       Very truly yours,

                                                       /s/ William G. Kohlhepp

                                                       CORS & BASSETT
Exhibit 23.2

                              ACCOUNTANTS' CONSENT

         We have  issued  our  report  dated  May  18,  1999,  accompanying  the
financial  statements of Zonic  Corporation  which are included in the Company's
Annual Report on Form 10-K for the year ended March 31, 1999. We hereby  consent
to the incorporation by reference of said report in Zonic Corporation's Form S-8
as filed with the  Securities  and  Exchange  Commission  on or about August 13,
1999.

/s/ Clark, Schaefer, Hackett & Co.

Cincinnati, Ohio
August 10, 1999