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

                             FORM 10-QSB/A
                            AMENDMENT NO. 1


                                      
(Mark One)
  X   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
            For quarterly period ended      DECEMBER 31, 2004  

      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

           For the transition period from           to            
                           
           Commission File Number:  0-6658             

                     SCIENTIFIC INDUSTRIES, INC.  
___________________________________________________________
(Exact name of small business as specified in its charter)
                 
       Delaware                         04-2217279   
________________________    __________________________________    
(State of incorporation)    (IRS Employer Identification  No.)  

                70 ORVILLE DRIVE, BOHEMIA, NEW YORK 11716 
                ________________________________________          
                (Address of principal executive offices)

                              (631)567-4700                         
                       ___________________________
                       (Issuer's telephone number)
                                  
                            Not Applicable
________________________________________________________________
(Former name, former address and former fiscal year, if changed
since last report)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.   Yes [ X ]  No [   ]           

State the number of shares outstanding of each of the issuer's
classes of common equity, as  of February 6, 2005: 977,207 shares
outstanding of the Company's Common Stock, par value, $ .05.

Transitional Small Business Disclosure Format (check one):
     Yes [   ]        No [ x ]


                 

                           

                 
                 PART I--FINANCIAL INFORMATION
   
 ITEM 1.  FINANCIAL STATEMENTS
 
             SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
           UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
 
                                     ASSETS
                                                      December 31, 2004
                                                      _________________
 Current Assets:                                   
   Cash and cash equivalents                               $  155,700
   Investment securities                                      940,600
   Trade accounts receivable, less allowance for
     doubtful accounts of $11,600                             470,700
   Inventories                                                693,900
   Prepaid expenses and other current assets                   64,400
   Deferred taxes                                              57,000
                                                      _______________
      Total current assets                                  2,382,300
                                                      
 Property and equipment at cost, less accumulated
   depreciation of $415,500                                   152,200
 
 Deferred taxes                                                 8,800
 
 Intangible assets, less accumulated amortization
    of $44,000                                                 17,300
 
 Other                                                         59,700
                                                      _______________
                                                           $2,620,300
                                                      ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
 Current Liabilities:
   Accounts payable                                        $  119,800
   Accrued expenses and taxes                                 141,500
   Dividends payable                                           68,300
                                                       ______________
              Total current liabilities                       329,600
                                                       ______________
 Deferred compensation                                         39,200
                                                       ______________
 Shareholders' equity:
   Common stock, $.05 par value; authorized 7,000,000 shares;   
     997,009 issued and outstanding                            49,900
   Additional paid-in capital                                 986,600
   Accumulated other comprehensive loss, unrealized                     
     holding loss on investment securities                 (    4,200) 
   Retained earnings                                        1,271,600
                                                       ______________
                                                            2,303,900
   Less common stock held in treasury, at cost,          
    19,802 shares                                              52,400
                                                       ______________
                                                            2,251,500
                                                       ______________
                                                           $2,620,300
                                                       ==============

 See notes to unaudited condensed consolidated financial statements 
                                      1
                                   
                   


                
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   
                                   
                                   
                                   
                              For the Three Month     For the Six Month 
                              Periods Ended           Periods Ended
                              December 31,            December 31,      
                              2004      2003          2004     2003
                              ________  _________  __________  __________    
                                 
 Net sales                    $845,100   $869,700  $1,696,900  $1,743,600
 Cost of goods sold            436,500    468,200     891,000     933,100 
                              ________   ________  __________  __________
 Gross profit                  408,600    401,500     805,900     810,500
                              ________   ________  __________  __________
 Operating Expenses:
  General & administrative     167,900    162,900     345,400     327,000
  Selling                       81,300     78,600     149,200     178,500 
  Research & development        88,500     83,800     170,400     186,400
                              ________   ________  __________  __________
                               337,700    325,300     665,000     691,900
                              ________   ________  __________  __________   
 Income from operations         70,900     76,200     140,900     118,600 
 
 Interest & other income         7,900      4,500      14,500       7,100
                              ________   ________  __________  __________
 Income before income taxes     78,800     80,700     155,400     125,700 
 
 Income tax expense (benefit):   
   Current                   (   4,000)    20,000      14,000      35,000
   Deferred                     22,000       -         22,000        - 
                              ________   ________  __________  __________ 
 
                                18,000     20,000      36,000      35,000  
                              ________  _________  __________  __________
 Net income                   $ 60,800  $  60,700  $  119,400  $   90,700
                              ========  =========  ==========  ==========
 
 Basic earnings per common
  share                       $  .06    $  .06      $ .12        $ .09  
                                 
 Diluted earnings per common         
  share                       $  .06    $  .06      $ .11        $ .09
 
 Cash dividends declared
  per common share            $   -     $   -       $ .07        $  -
                                   
  See notes to unaudited condensed consolidated financial statements
                                      
                                   
                                  2
                   


                
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   
                                     For the Six Month Periods Ended
                                    December 31, 2004   December 31, 2003
                                    _________________   _________________
 Operating activities:
   Net income                              $ 119,400    $   90,700 
                                           _________    __________   
   Adjustments to reconcile net income 
    to net cash provided by 
     operating activities:  
       Loss on sale of investments               -             800
       Depreciation and amortization          32,500        34,900 
       Change in assets and liabilities:
       Deferred income taxes                  22,000          -
       Income tax benefit of stock options 
       exercised                                 500          -
          Accounts receivable               ( 81,900)     ( 24,800)   
          Inventories                       ( 27,700)       27,000
          Prepaid expenses and other
           current assets                   (  6,200)       15,200 
          Other assets                        13,100      (  8,300)
          Accounts payable                    43,800      ( 10,000)
          Accrued expenses and taxes        ( 18,600)       91,500
          Deferred compensation                3,200         8,300
                                           _________     _________  
              Total adjustments             ( 19,300)      134,600 
                                           _________     _________
              Net cash provided by
                operating activities         100,100       225,300
                                           _________     _________
      
 Investing activities:
   Purchase of investment securities, 
     available-for-sale                     (111,700)     (137,700)
   Purchase investment securities,
     held to maturity                       ( 83,100)         -
   Redemptions of investment securities,
     available-for-sale                         -           30,000
   
   Redemptions of investment securities,
     held to maturity                         55,500       100,800
   Capital expenditures                     ( 40,900)     ( 37,700)
   Purchase of intangible assets            (  7,600)         -   
                                           _________     _________
              Net cash used in 
               investing activities         (187,800)     ( 44,600)
                                           _________     _________
 Financing activities,
  exercise of stock options                    2,000          -    
                                           _________     _________
 Net increase (decrease) in cash 
  and cash equivalents                     (  85,700)      180,700  
 
 Cash and cash equivalents, beginning 
  of year                                    241,400       107,600 
                                           _________     _________
 Cash and cash equivalents, end of period $  155,700     $ 288,300 
                                           =========     =========     
 Supplemental disclosures:
 Cash paid during the period for:
   Income Taxes                           $   51,600    $      200
      
      See notes to unaudited condensed consolidated financial 
 statements
                                  3
                                   
    


                               
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   
                                   
     General:     The accompanying unaudited interim condensed
                  consolidated financial statements are prepared
                  pursuant to the Securities and Exchange
                  Commission's rules and regulations for reporting
                  on Form 10-QSB. Accordingly, certain information
                  and footnotes required by accounting principles
                  generally accepted in the United States for
                  complete financial statements are not included
                  herein. The Company believes all adjustments
                  necessary for a fair presentation of these interim
                  statements have been included and are of a normal
                  and recurring nature.  These interim statements
                  should be read in conjunction with the Company's
                  financial statements and notes thereto, included
                  in its Annual Report on Form 10-KSB, for the
                  fiscal year ended June 30, 2004.  The results for
                  the three and six months ended December 31, 2004,
                  are not necessarily an indication of the results
                  of the full fiscal year.
 
 
 1.  Significant accounting policies:
     
     Principles of consolidation:
 
     The accompanying condensed consolidated financial statements
     include the accounts of the Company and Scientific Packaging
     Industries, Inc., a New York corporation and an inactive wholly
     owned subsidiary of the Company.  All intercompany items and
     transactions have been eliminated in consolidation.
 
 2.   Line of Business and Concentrations:
 
     The Company is engaged in the manufacturing and marketing of
     equipment for research in university, hospital and industrial
     laboratories.  The Company believes that it has only one
     reportable segment.  Sales of the Company's principal product,
     the Vortex-Genie(R) 2 mixer, amounted to approximately $609,000
     and $663,000 for the three month periods ended December 31,
     2004 and 2003, respectively, and $1,235,000 and $1,363,000 for
     the six month periods ended December 31, 2004 and 2003, 
     respectively.
 
     The Company's export sales (principally Europe and Asia) were
     approximately $435,000 and $405,000 for the three month periods
     ended December 31, 2004 and 2003, respectively, and $748,000
     and $752,000 for the six month periods ended December 31, 2004
     and 2003, respectively.
 
     Three of the Company's customers accounted in the aggregate for
     49% and 55% of net sales for the three month periods ended
     December 31, 2004 and 2003, respectively, and 49% and 57% of
     total net sales for the six month periods ended December 31,
     2004 and 2003, respectively.
               
 
 
                                  4
                



                   
 3.  Inventories:
 
     Inventories for interim financial statement purposes are based
     on perpetual inventory records at the end of the applicable
     periods.  Components of inventory are as follows:
 
                                                December 31,
                                                2004   
                                                ___________

     Raw Materials                              $   611,600  
     Work in process                                 37,300
     Finished Goods                                  45,000
                                                ___________
                                                $   693,900
                                                ===========
 4.  Earnings per common share:
 
     Basic earnings per common share is computed by dividing net
     income by the weighted-average number of shares outstanding. 
     Diluted earnings per common share includes the dilutive effect
     of stock options and a warrant.
 
                                      
     Earnings per common share was computed as follows:
 
                             For the Three Month    For the Six Month
                             Periods Ended          Periods Ended
                             December 31,           December 31,      
                             2004       2003        2004      2003    
                            ________    ________    ________  ________ 
 Net income                  $ 60,800   $ 60,700    $119,400  $ 90,700
                            ========    ========    ========  ========
 Weighted average common 
  shares outstanding         976,736     960,541     976,139   960,541
 Effect of dilutive 
  securities                  76,536      45,279      72,837    37,119
                            ________    ________    ________  ________
 Weighted average dilutive 
 common shares outstanding 1,053,272   1,005,820   1,048,975   997,660
                           =========   =========   =========  ========
 Basic earnings per 
 common share              $    .06    $   .06     $   .12    $  .09
 
 Diluted earnings per 
 common share              $    .06    $   .06     $   .11    $  .09
 
     Unexercised employee stock options to purchase 44,000 shares of
     common stock at $1.92 to $2.40 per share were outstanding as of
     December 31, 2003, but were not included in the foregoing
     computation because the exercise price of each option was
     greater than the average market price of the Company's common
     stock for the related period.
 
     All options outstanding as of December 31, 2004 were included
     in the foregoing computation.
 
  
                                   
                                   
                                  5



                                   
 5.  Comprehensive Income:
 
     There was no significant difference between net income and
     comprehensive income for the three and six month periods ended
     December 31, 2004 and 2003.
 
 6.   Stock-Based Compensation Plans:
 
     The Company maintains an Incentive Stock Option Plan which it
     accounts for under the recognition and measurement principles
     of APB Opinion No. 25, "Accounting for Stock Issued to
     Employees," and related Interpretations.  No stock-based
     compensation costs are reflected in net income, as all options
     granted under those plans had an exercise price equal to the
     market value of the underlying common stock on the date of
     grant.  The following table illustrates the effect on net
     income and earnings per share if the Company had applied the
     fair value recognition provisions of FASB Statement No. 123,
     "Accounting for Stock-Based Compensation," to stock-based
     employee compensation:
 
                            For the Three Month    For the Six Month
                            Periods Ended          Periods Ended
                            December 31,           December 31,      
                            2004       2003        2004      2003    
                            ________   ________    _______   ________
 Net income:
       As reported          $ 60,800    $ 60,700  $119,400   $ 90,700
       Pro Forma              60,300      57,600   118,400     87,400
 
 Earnings per common and
  common equivalent share:
       Basic - as reported     $ .06     $ .06      $ .12       $ .09
       Basic - pro forma       $ .06     $ .06      $ .12       $ .09
       Diluted - as reported   $ .06     $ .06      $ .11       $ .09
       Diluted - pro forma     $ .06     $ .06      $ .11       $ .09
 
 On December 16, 2004, the Financial Accounting Standards Board
 issued Statement No. 123 (revised 2004) that will require
 compensation costs related to share-based payment transactions to
 be recognized in the financial statements.  With limited
 exceptions, the amount of compensation cost will be measured based
 on the grant-date fair value of the equity or liability instruments
 issued.  In addition, liability awards will be measured each
 reporting period.  Compensation cost will be recognized over the
 period that an employee provides service in exchange for the award.
  Statement 123(R) replaces FASB Statement No. 123, Accounting for
 Stock-Based Compensation, and supercedes APB Opinion No. 25,
 accounting for Stock Issued to Employees.  SFAS 123(R) is effective
 as of the first interim or annual reporting period that begins
 after December 15, 2005.  The Company is currently assessing the
 impact of adopting SFAS 123(R).
                                    
 
                                   
                                  6
                            

       
                                   
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
 
     
 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
 Certain statements contained in this report are not based on
 historical facts, but are forward-looking statements that are based
 upon various assumptions about future conditions.  Actual events in
 the future could differ materially from those described in the
 forward-looking information.  Numerous unknown factors and future
 events could cause such differences, including but not limited to,
 product demand, market acceptance, impact of competition, the
 ability to reach final agreements, adverse economic conditions, and
 other factors affecting the Company's business that are beyond the
 Company's control.  Consequently, no forward-looking statement can
 be guaranteed.
 
 We undertake no obligation to publicly update forward-looking
 statements, whether as a result of new information, future events or
 otherwise. 
                  
 Liquidity and Capital Resources
 
 Net cash provided by operating activities was $100,100 for the six
 month period of the current fiscal year as compared to $225,300 in
 the comparative period for 2003.  The principal factors accounting
 for the difference were (i) a $57,100 increase in accounts
 receivable due to higher sales in December 2004 than in December
 2003, (ii) $54,700 increase in inventory and (iii) a difference of
 $110,100 in accrued expenses mainly due to various higher accruals
 including customer allowances, trade shows, and income taxes in the
 prior year's six month period.  Cash used in investing activities
 was $187,800 for the current period as compared to $44,600 for the
 six months ended December 31, 2003 reflecting higher purchases and
 lower redemptions of investment securities during the current year.
  The Company does not ordinarily have any significant financing
 activities other than exercises of incentive stock options.  As a
 result of the foregoing, cash and cash equivalents decreased by
 $85,700 to $155,700 as of December 31, 2004 from a balance of
 $241,400 as of June 30, 2004.            
 
 On September 21, 2004, the Board of Directors of the Company
 declared a cash dividend of $.07 per share of Common Stock which
 was paid on January 14, 2005 to holders of record as of the close
 of business on October 20, 2004.
 
 The Company's working capital as of December 31, 2004 increased
 $69,400 to $2,052,700 from $1,983,300 at June 30, 2004.  The
 increase was mainly due to higher income from operations, partially
 offset by the dividend declared.  The Company has available a
 secured bank line of credit of $200,000 with North Fork Bank with
 interest at prime, all of which was available as of December 31,
 2004.  The Company has never borrowed under this line of credit. 
 Management believes that the Company will be able to meet its cash
 flow needs during the 12 months ended December 31, 2005 from its
 available financial resources which include its cash and investment
 securities.                      
 
                                  7
                                  

 
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
 
 Results of Operations
 
 Financial Overview
 
 Income before income taxes of $78,800 for the three months ended
 December 31, 2004 was only $1,900 less than $80,700 for the
 comparable quarter last year, mainly as a result of a slight
 increase in operating expenses during the quarter.  Production
 interruptions due to problems with a supplier, which were
 subsequently corrected caused a 3% reduction in net sales for the
 current quarter from those of the comparable prior year period. 
 The interruption in turn, resulted in a build-up of backlog to
 $272,000 as of December 31, 2004, which was filled completely in
 January 2005.  Order backlog is normally not a significant factor
 for the Company due to the nature of its products.
 
 Income before income taxes of $155,400 for the six months ended
 December 31, 2004 was $29,700 (23.6%) higher than $125,700 for the
 prior year's six month period, as a result of a reduction in
 operating expenses principally effected during the first three
 months of the period.  The production interruption as well as lower
 foreign sales in the first quarter also caused a slight decrease in
  net sales for the current six month period compared to the year
 earlier period.  The Company continues to feel competitive
 pressures from the private label brand products offered by its two
 major distributors and no representation can be made as to the
 adverse effect, if any, recent acquisitions by and ownership
 changes in these two customers will have on our future sales.
 
 The Three Months Ended December 31, 2004 Compared with the Three
 Months Ended December 31, 2003.
 
 Principally as a result of the production interruptions which was
 due to a problem suffered by a supplier but, subsequently resolved,
 net sales for the three months ended December 31, 2004, decreased
 2.8% to $845,100 from $869,700 for the three months ended December
 31, 2003.
 
 Gross profit margins increased from 46.2% to 48.3% between the two
 comparable periods resulting in a $7,100 increase in gross profit
 from $401,500 to $408,600.  The higher margin was primarily due to
 lower indirect labor costs in this year's quarter and higher
 regulatory testing costs in the prior year's comparable quarter. 
 The production delay, however, resulted in a backlog of $272,000 at
 the end of the period, which was filled in January 2005.  Due to
 the quick turnaround between receipt of an order and shipment,
 backlog normally is not a material factor in the Company's operation.
 
 General and administrative expenses for the three months ended
 December 31, 2004 were only 3.1% higher ($5,000) for the current
 year's three month period, $167,900 compared to $162,900,
 reflecting small increases in salaries and other expenses.
 
 Selling expenses for the three months ended December 31, 2004
 increased slightly by $2,700 (3.4%) from $78,600 to $81,300 due to
 purchases of promotional items during the current year's quarter.
                                   
                                  8
                                  


 
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
                                   
                                   
 Our continued new product development efforts resulted in a 5.6%
 ($4,700) increase in research and development expenses from $83,800
 to $88,500 between the comparable quarters.
 
 As a result of the foregoing, the Company's income before income
 taxes decreased by only $1,900 to $78,800 for the three months
 ended December 31, 2004 compared to $80,700 for the three months
 ended December 31, 2003.  
 
 
 The Six Months Ended December 31, 2004 Compared with the Six Months
 Ended December 31, 2003.
 
 The 2.7% decrease in net sales from $1,743,600 for the six months
 ended December 31, 2003 to $1,696,900 for the six months ended
 December 31, 2004 was due to lower foreign sales in the first
 quarter of the current fiscal year, and a production interruption
 resulting from supplier related problems which were subsequently
 resolved.  As a result, our order backlog at the end of the period
 was high at $272,000, which were filled in January 2005.
 
 Our gross profit margin increased from 46.5% to 47.5% between the
 comparable six month periods due primarily to lower indirect labor
 costs during the current six month period and higher regulatory
 testing costs in the prior year.
 
 General and administrative expenses increased by $18,400 (5.6%)
 from $327,000 to $345,400 due to increases primarily in salaries
 and insurance.
 
 Selling expenses decreased by $29,300 (16.4%) from $178,500 to
 $149,200 between the comparative six month periods, due to less
 advertising during the current year's six month period.  However,
 advertising activity is expected to increase in the second half of
 the current fiscal year.
 
 As a result of the significant development work for the new
 MicroPlate Genie(TM) mixer performed during the first half of last
 fiscal year, research and development expenses decreased by $16,000
 (8.6%) to $170,400 for the six months ended December 31, 2004 from
 $186,400 for the comparable prior year period.
 
 As a result of the foregoing, the Company's income before income
 taxes increased by 23.6% to $155,400 for the six months ended
 December 31, 2004 compared to $125,700 for the six months ended
 December 31, 2003.
 
 Net income for the first six months of the current fiscal year
 reflects income tax expense of $36,000, compared to $35,000 in the
 prior year due to higher expected tax credits in the current year.
 
 Item 3.  CONTROLS AND PROCEDURES

 As of the end of the period covered by this report, based on an 
 evaluation of the Company's disclosure controls and procedures
 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
 Exchange Act of 1934), the Chief Executive and Chief Financial
 Officer of the Company has concluded that the Company's disclosure
 controls and procedures are effective to ensure that information
 required to be disclosed by the Company in its Exchange Act
 reports is recorded, processed, summarized and reported within
 the applicable time periods specified  by the SEC's rules and
 forms.

 There was no change in the Company's internal controls over
 financial reporting that occurred during the most reecent fiscal
 quarter that materially affected or is reasonably likely to
 materially affect the Company's internal controls over financial
 reporting.

                                   
                                                                      
                                  9
                                   

                                   
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
                                   
                                   
                     PART II   OTHER INFORMATION
                                   
                                   
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 At the Company's 2004 Annual Meeting of Stockholders held on
 December 2, 2004, stockholders (i) re-elected as Class B Director: 
 Mr. Joseph I. Kesselman by 559,439 shares "For" and 157,026 shares
 "Withheld"to serve until the Annual Meeting of Stockholders with
 respect to the fiscal year ending June 30, 2007, and the due
 election and qualification of his successor; and (ii) ratified the
 appointment of Nussbaum Yates & Wolpow P.C. as the independent
 auditors with respect to the financial statements of the Company
 for the year ending June 30, 2005 by a vote of 716,139 shares
 "For", 120 shares "Against", and 206 shares abstaining.
 
 
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibit Number:    Description
 
         31.1     Certification of Chief Executive Officer and Chief
                  Financial Officer pursuant to section 302 of the
                  Sarbanes-Oxley Act of 2002.
 
         32.1     Certification of Chief Executive Officer and Chief 
                  Financial Officer pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002.
 
     (b) Reports on Form 8-K: 
               None.
                                   
  
                                   
                                   
                                  10
                                   
                                   
                                   
                                   
              SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARY
                                   
                                   
                                   
                              SIGNATURE
                                   
                                   
                                   
                                   
                                   
 In accordance with the requirements of the Exchange Act, the
 registrant caused this report to be signed on its behalf by the
 undersigned, thereunto duly authorized.
 
 
 
 
 
 
                               Scientific Industries, Inc.
                               Registrant
 
 
                               /s/Helena R. Santos
                               ___________________
                                                           
                               Helena R. Santos
                               President, Chief Executive Officer 
                               and Treasurer
                               Principal Executive, Financial and
                               Accounting Officer
 
 Date: April 20, 2005
 
                                   
                                   
                                   
                                  11