SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
January 29, 2008

 Ms. Helena R. Santos Chief Executive Officer and Chief Financial Officer Scientific Industries, Inc. 70 Orville Drive
Bohemia, New York 11716
   RE:  Scientific Industries, Inc    Form 10-KSB for the fiscal year ended June 30, 2007    File No. 0-06658  Dear Ms. Santos:
We have reviewed your filings  and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents. Where indicated, we
think you should revise your future documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing th is information, we may raise additional
comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Helena R. Santos
Scientific Industries, Inc.
January 29, 2008 Page 2  Form 10-KSB for the fiscal year ended June 30, 2007

 Item 6.  Management’s Discussion a nd Analysis of Financial Condition

 1. We note your disclosure “while the revenue s related to the work in progress were
reported by the Company subsequent to the acquisition, a sign ificant portion of
the gross profit was attributed to prior to  acquisition.”  Please clarify for us how
you accounted for the deferred revenue at the date of acquisition, including how you considered the guidance in EITF 01-3.
 Note 2 – Acquisition, page F-11

  2. We note your reference to an independent valuation firm in regards to valuing the
tangible and intangible assets acquired in the Altamira acquisition.  While in
future filings management may elect to take  full responsibility for the valuation, if
you choose to continue to refer to the expe rt in any capacity, please revise future
filings, beginning with your next Form  10-QSB, to name the independent
valuation firm.  In addition, please note that if you intend to incorporate your
Form 10-KSB by reference into any registra tion statement, you will be required to
include the consent of the independent valuation firm as an exhibit to the
registration statement.
 3. We note that the consideration for this acquisition consisted of cash payments of
$442,000 and stock payments of $386,200.  We also note that you are required to
make contingent payments to the former shareholders of Altamira.   Please address the following:

• Tell us and revise future filings to disclose your maximum liability under the
contingent payment provision and tell us  what amount was accrued related to
this provision on the acquisition date.
• Reconcile your net purchase price allocation of $989,000 to the consideration
you paid and accrued at the acquisition date.

Note 11- Income Taxes, page F-20

4. We note form your footnote disclosures that you recorded deferred tax liabilities
of $51,400 and $27,600 as of June 30, 2007 and 2006, respectively.  Please reconcile these amounts to the deferred ta x liabilities represented on the face of
your balance sheet of $7,600 and $3,200, respec tively.  Please advise or revise.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover

Ms. Helena R. Santos
Scientific Industries, Inc. January 29, 2008 Page 3  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact, Martin James, Senior Assistant Chief Accountant at (202) 551-3671 with any other questions.
        S i n c e r e l y ,
         Kevin L. Vaughn
Branch Chief