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

                         SCHEDULE 14A

 Proxy Statement Pursuant to Section 14(a) of the Securities
            Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant [ X ] 
Filed by a Party other than the Registrant [   ] 

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[ ]Preliminary Proxy Statement 
[ ]Confidential, for Use of the Commission Only (as permitted
   by Rule 14a-6(e)(2)) 
[X]Definitive Proxy Statement 
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-12 
            
                      SCIENTIFIC INDUSTRIES, INC. 
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       (Name of Registrant as Specified In Its Charter) 
                                                  
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) 

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                                               October 22, 2004
                                                                       
    
    Dear Fellow Stockholders:
    
           You are cordially invited to attend the 2004 Annual
    Meeting of Stockholders of Scientific Industries, Inc. which
    will be held at 10:30 a.m. (New York time) on Thursday,
    December 2, 2004 at the Princeton Club, 15 West 43rd Street,
    New York, New York 10036.
    
           Information concerning the matters to be considered
    and voted upon at the Annual Meeting is set out in the
    attached Notice of 2004 Annual Meeting of Stockholders and
    Proxy Statement. 
    
           It is important that your shares be represented at
    the 2004 Annual Meeting, regardless of the number of shares
    you hold and whether or not you plan to attend the meeting
    in person. Accordingly, please complete, sign and date the
    enclosed proxy card and return it as soon as possible in the
    accompanying business reply envelope so that your shares
    will be represented at the Annual Meeting. This will not
    limit your right to vote in person or to attend the meeting.
    
           Thank you for your continued support.
    
    
                                 Sincerely,
                                  
                                 /s/Joseph I. Kesselman
                                _______________________  
                                    
                                Joseph I. Kesselman
                                Chairman
                                 
                  
                                                              
                                                         
    
                           SCIENTIFIC INDUSTRIES, INC.
                                70 ORVILLE DRIVE
                             BOHEMIA, NEW YORK 11716
                                     
                              _____________
                                     
              NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
                                     
                 TO BE HELD ON THURSDAY, DECEMBER 2, 2004
    
    
    
                  Notice is hereby given that the 2004 Annual
    Meeting of Stockholders (the "Annual Meeting") of Scientific
    Industries, Inc., a Delaware Corporation (the "Company"),
    will be held on Thursday, December 2, 2004, at 10:30 a.m.
    (New York time) at the Princeton Club, 15 West 43rd Street,
    New York, New York 10036, for the following purposes:
    
    
           1.     To elect a Class B Director to the Company's
                  Board of Directors to serve until the
                  Company's annual meeting of stockholders with
                  respect to the year ending June 30, 2007 and
                  until the election and qualification of his
                  respective successor.
           
           2.     To ratify the appointment of Nussbaum Yates &
                  Wolpow, P.C. as the Company's independent
                  auditors for the fiscal year ending June 30, 
                  2005.
    
           3.     To transact such other business as may
                  properly come before the Annual Meeting and
                  any adjournments or postponements thereof.   
                                                 
           The foregoing items of business are more fully
    described in the accompanying proxy statement. 
           
           The Board of Directors has fixed the close of
    business on October 20, 2004, as the record date for
    determination of stockholders entitled to notice of and to
    vote at, the Annual Meeting and at any adjournments or
    postponements thereof. 
    
           A complete list of the stockholders entitled to vote
    at the Annual Meeting will be available for inspection by
    any stockholder of the Company at the Annual Meeting.  In
    addition, the list will be open for examination by any
    stockholder of the Company for any purpose germane to the
    Annual Meeting during  ordinary business hours for a period
    of ten days prior to the Annual Meeting at the offices of
    the Company.
    
 
                                
    
      
           
                                 
           YOU ARE REQUESTED TO FILL IN AND SIGN THE ENCLOSED
    FORM OF PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF
    DIRECTORS OF THE COMPANY, AND MAIL IT PROMPTLY IN THE
    ENCLOSED POSTAGE PAID ENVELOPE.  ANY PROXY MAY BE REVOKED BY
    DELIVERY OF A LATER DATED PROXY. 
    
                                     
    
                                By Order of your
                                Board of Directors,
           
                                /s/Robert P. Nichols
                                ____________________  
                              
                                Robert P. Nichols
                                Secretary
    
    Bohemia, New York
    October 22, 2004
           
     
    
    
    
    WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE
    KINDLY REQUEST THAT YOU PLEASE COMPLETE, SIGN, DATE, AND
    PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE PAID
    ENVELOPE PROVIDED.  IF YOU ARE A STOCKHOLDER OF RECORD AND
    YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU
    WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
    
                                 
                                 
                                 
                                 
                     YOUR VOTE IS IMPORTANT 
                                 
                                 
                                 
                                 
                                 
                   SCIENTIFIC INDUSTRIES, INC.
                         70 ORVILLE DRIVE
                     BOHEMIA, NEW YORK 11716
                                 
                         PROXY STATEMENT
                        _________________
                                 
                             FOR THE
               2004 ANNUAL MEETING OF STOCKHOLDERS
                  TO BE HELD ON DECEMBER 2, 2004
                        _________________
                                 
                     SOLICITATION OF PROXIES

            This proxy statement is furnished in connection 
    with the solicitation of proxies by and on behalf
    of the Board of Directors (the "Board") of Scientific
    Industries, Inc., a Delaware Corporation (the "Company"),
    for use at the 2004 Annual Meeting of Stockholders (the
    "Annual Meeting") to be held at the Princeton Club, 15 West
    43rd Street, New York, New York 10036, on Thursday, December
    2, 2004, at 10:30 a.m. (New York time), and at any
    adjournments or postponements thereof.
    
           At the Annual Meeting, stockholders of the Company
    will be asked to:  (1) elect one Director of the Company to
    serve until the Company's annual meeting of stockholders
    with respect to the fiscal year ending June 30, 2007, and
    until the election and qualification of his respective
    successor; (2) ratify the appointment of Nussbaum Yates &
    Wolpow, P. C., the Company's independent accountants, as its
    auditors for the fiscal year ending June 30, 2005; and (3)
    transact such other business as may properly come before the
    Annual Meeting and any adjournments or postponements
    thereof.  
    
                    RECORD DATE, VOTING RIGHTS

                  Only stockholders of record of the Company's
    Common Stock, par value $0.05 per share (the "Common
    Stock"), as of the close of business on October 20, 2004
    (the "Record Date"), are entitled to notice of and to vote
    at the Annual Meeting and any adjournments or postponements
    thereof.  On the Record Date, there were 975,541 shares of
    Common Stock issued and outstanding.  Each share of Common
    Stock is entitled to one vote.
           
           The presence at the Annual Meeting, in person or by a
    properly executed proxy, of the holders of a majority of the
    outstanding shares of  the Company's Common Stock as of the
    Record Date is necessary to constitute a quorum. 
    Abstentions and broker "non-votes" are included in the
    determination of the number of shares of Common Stock
    present at the Annual Meeting for quorum purposes.  A broker
    "non-vote" occurs when a nominee holding shares of Common
    Stock for a beneficial owner does not vote on a particular
    proposal because the nominee does not have discretionary
    voting power with respect to that item and has not received
    instructions from the beneficial owner. 
                                         
    
     
    
    
                           
           VOTING OF PROXIES, REVOCATION, SOLICITATION
                                 
            All stockholders who deliver properly executed and
    dated proxies to the Company prior to the Annual Meeting
    will be deemed present at the Annual Meeting regardless of
    whether such proxies direct the proxy holders to vote for or
    against, or to abstain from voting.  The proxies, when
    properly executed and returned to the Company, unless
    otherwise indicated, will be voted in accordance 
    with the instructions given therein by the person executing
    the proxy.  In the absence of instructions, properly
    executed proxies will be voted FOR (1) the election of the
    Board's nominee, Joseph I. Kesselman, as a Director of the
    Company; and (2) the ratification of the appointment by the
    Board of Directors of Nussbaum Yates & Wolpow, P.C.,
    independent accountants, as the Company's auditors for the
    fiscal year ending June 30, 2005.

            Any stockholder who executes and delivers a
    proxy may revoke it at any time before it is voted by
    delivering a written notice of such revocation to the
    Secretary of the Company at the address of the Company set
    forth in this proxy statement, by submitting a properly
    executed proxy bearing a later date, or by appearing at the
    Annual Meeting and requesting the return of the proxy or by
    voting in person.  In accordance with applicable rules,
    boxes and a designated space are provided on the proxy card
    for stockholders to mark if they wish either to vote for or
    withhold authority to vote for the nominee for Director, or
    to vote for or against or to abstain from  the proposal to
    ratify the appointment of the Company's independent auditors.
    
           A stockholder's attendance at the Annual Meeting will
    not, by itself, revoke a proxy given by that stockholder. 
    Stockholders vote at the Annual Meeting by casting ballots
    (in person or by proxy) which are tabulated by a person who
    is appointed by the Board of Directors before the Annual
    Meeting to serve as inspector of election at the Annual
    Meeting and who has executed and verified an oath of office.
         
           It is anticipated that this proxy statement, the
    enclosed proxy card and the Company's Annual Report will be
    mailed to the Company's stockholders on or about October 26, 
    2004.
                                 
                      PRINCIPAL STOCKHOLDERS
                                 
    The following table sets forth as of October 20, 2004
    certain information as to each person who to the Company's
    knowledge, based upon such person's representations or
    publicly available filings, beneficially owned more than 5%
    of the shares of the Company's Common Stock as of that date:
    
    Name and Address of    Shares Beneficially    Percent of 
    Beneficial Owner       Owned**                Class***
    ___________________    ___________________    __________  
       
    James S. Segasture*    187,250 (1)            19.2
    
    Lowell A. Kleiman      139,581 (2)            14.3
    16 Walnut Street
    Glen Head, NY 11545
    
    Roger B. Knowles*       75,705 (3)             7.5
    
    Joseph I. Kesselman*    63,520 (4)             6.3
    
    Arthur M. Borden*       62,540 (5)             6.2
    ______________
    *   His address is c/o Scientific Industries, Inc., 70
    Orville Drive, Bohemia, New York 11716.
   
 
    
    
    **   Beneficial ownership, as such term is used herein, is
    determined in accordance with Rule 13d-3(d)(1) promulgated
    under the Securities Exchange Act of 1934, as amended, (the
    "Exchange Act") and includes voting and/or investment power
    with respect to shares of Common Stock of the Company. 
    Unless otherwise indicated, the named person possesses sole
    voting and investment power with respect to the shares.  The
    shares shown include shares issuable pursuant to options
    held by the named person that may be exercised within 60
    days of the date indicated above.
    
    ***   Percentages of ownership are based upon the number of
    shares of Common Stock issued and outstanding.  Shares of
    Common Stock that may be acquired pursuant to options that
    are exercisable within 60 days of the date indicated above
    are deemed outstanding for computing the percentage
    ownership of the person holding such options, but are not
    deemed outstanding for the percentage ownership of any other 
    person.
    
            
            (1)    Includes 4,000 shares issuable upon exercise
                   of options and 493 shares owned by his wife.
            
            (2)    Based on information reported in his Schedule
                   13(d)  filed with the Securities and Exchange
                   Commission on October 30, 2002. 
            
            (3)    Includes 44,158 shares owned by his wife,
                   1,337 shares owned by a trust of which he is
                   a trustee, beneficial ownership of which is
                   disclaimed by him, and  26,000 shares
                   issuable upon exercise of options. 
            
            (4)    Includes 26,000 shares issuable upon exercise
                   of options and 735 shares of Common Stock
                   owned jointly with his wife.
            
            (5)    Includes 26,000 shares issuable upon exercise
                   of options.
            
            


             
            
                            PROPOSAL 1
                                 
                       ELECTION OF DIRECTOR
                                 
                       GENERAL INFORMATION
                                 
            The Company's Certificate of Incorporation provides
    for a classified Board of Directors, consisting of three
    classes, each class serving a three-year term on a staggered
    basis.  The Board of Directors is currently comprised of
    five members, of whom two are Class A Directors, one is a
    Class B Director and two are Class C Directors.  At the
    Annual Meeting, one Class B Director is to be elected to
    serve until the annual meeting of stockholders with respect
    to the fiscal year ending June 30, 2007, and until his
    successor is duly elected and qualified.  Shares of Common
    Stock represented by proxies solicited by the Board of
    Directors will be voted for the nominee hereinafter named if
    authority to do so is not specifically withheld.  If for any
    reason said nominee shall become unavailable for election,
    which is not now anticipated, the proxies will be voted for
    a substitute nominee designated by the Board of Directors.
    
            The Director of the Company is elected by the
    affirmative vote of the holders of a plurality of the shares
    of Common Stock present in person or represented by proxy at
    the Annual Meeting and entitled to vote.  A plurality means
    that the nominee with the largest number of votes is elected
    the Director. In tabulating the vote, abstentions and broker
    "non-votes" will be disregarded and will have no effect on
    the outcome of the vote. 
                                 
           THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
    VOTE FOR THE ELECTION OF THE NOMINEE IDENTIFIED BELOW TO THE 
BOARD OF DIRECTORS.
    
                 NOMINEE FOR ELECTION AS DIRECTOR
    
            The Board of Directors has designated Mr. Joseph I.
    Kesselman, currently a Class B Director, as its nominee for 
    election.
    
            Joseph I. Kesselman (age 79), a Director since 1961
    and Chairman of the Board since August 29, 2002, has been
    for more than five years a consultant to various
    corporations, and is a director of Nuclear and Environmental
    Protection Inc., Hopare Holding, S.A. (A Swiss company), and
    Infranor Inc., a developer and manufacturer of servo
    systems. 
      
    DIRECTORS WHOSE TERMS DO NOT EXPIRE AT THIS ANNUAL MEETING
           
            Messrs. Roger B. Knowles and Joseph G. Cremonese are
    Class A Directors whose current terms expire at the annual
    meeting with respect to the fiscal year ending June 30,
    2005, and Messrs. Arthur M. Borden and James S. Segasture
    are Class C Directors whose current terms expire at the
    annual meeting with respect to the fiscal year ending June
    30, 2006.
            
            Roger B. Knowles (age 78), a Director since 1965, is
    retired and during the past five years has been involved in
    liquidating various real estate and manufacturing concerns.
    
            Joseph G. Cremonese (age 69), a director since
    November 2002, has been a marketing consultant to the
    Company since 1996.  Mr. Cremonese has been since 1991,
    President of Laboratory Innovation Company, Ltd., which is a
    vehicle for technology transfer and consulting services for
    companies engaged in the production and sale of products for
    science and biotechnology.  Since March 2003, Mr. Cremonese
    has been a director of and consultant to Proteomics, Inc., a
    producer of recombinant proteins for medical research.  Mr.
    Cremonese had been, prior to 1991, employed by Fisher
    Scientific, the Company's largest customer.
    
   

 
            Arthur M. Borden, Esq. (Age 84), a Director since
    1974, has been counsel to the law firm of Katen Muchin Zavis
    Rosenman (formerly Rosenman & Colin) during the past five 
    years.
    
            James S. Segasture (Age 68), a Director since 1991,
    has been a private investor since February 1990.
            
    STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
    DIRECTOR NOMINEE
    
            The following table sets forth, as of October 20,
    2004, the number of shares of Common Stock beneficially
    owned by (i) each Director of the Company, including the
    nominee for Director, (ii) each executive officer of the
    Company identified in the Summary Compensation Table under
    "Executive Officers," and (iii) all directors and executive
    officers as a group.
    
                          
    Beneficial Owner         Number     Percentage
    ________________         ________   ______________

    Arthur M. Borden         62,540(1)  6.2%
                                                 
    Joseph G. Cremonese      20,000(2)  2.0%
    
    Joseph I. Kesselman      63,520(3)  6.3%

    Roger B. Knowles         75,705(4)  7.5%
 
    James S. Segasture      187,250(5) 19.2%

    Helena R. Santos         21,000(6)  2.1%

    All current directors and
    executive officers as a
    group  (7 persons)      457,815(7) 41.5%

   
            (1)    Includes 26,000 shares issuable upon exercise
                   of options.
            (2)    Includes 15,000 shares owned jointly with his
                   wife and 5,000 shares issuable upon exercise
                   of options.
            (3)    Includes 26,000 shares issuable upon exercise
                   of options and 735 shares of Common Stock
                   owned jointly with his wife.
            (4)    Includes 44,158 shares owned by his wife,
                   1,337 shares owned by a trust of which he is
                   a trustee, beneficial ownership of which is
                   disclaimed by him, and 26,000 shares issuable
                   upon exercise of options.
            (5)    Includes 4,000 shares issuable upon exercise
                   of options and 493 shares owned by his wife.
            (6)    Includes 15,000 shares issuable upon exercise
                   of options.
            (7)    Includes 127,000 shares issuable upon
                   exercise of options.
                   
                            COMMITTEES
            
          The Company's Stock Option Committee consists of Messrs. 
Joseph I. Kesselman and James S. Segasture.
            
          The Board of Directors acts as the Company's Audit 
Committee.  Mr. Kesselman qualifies as the audit committee 
financial expert.
  
                                               
            
                MEETINGS OF THE BOARD OF DIRECTORS
            
          During the fiscal year ended June 30, 2004, the Board 
of Directors held five meetings, at each of which all Directors 
were present.
     
                     DIRECTORS' COMPENSATION
     
            The Company's non-employee Board of Directors
(currently all the Directors ) are entitled to a quarterly retainer 
of $750 and a fee of $500 for each meeting attended, plus 
reimbursement for out-of-pocket expenses incurred in connection with
attendance at Board meetings in the amount of $50 or the Director's 
itemized expenses, whichever is greater.  Mr. Joseph I. Kesselman, 
as Chairman of the Board, has been entitled to receive in addition 
since March 2003 a monthly fee, which increased to $750 on
February 24, 2004 from $500.  During fiscal 2004, the Company paid 
fees in the aggregate amount of $35,000 to non-employee Directors.
    
            Pursuant to the Company's 1992 Stock Option Plan
("1992 Plan") options to purchase 3,000 shares of Common Stock at 
the then fair market value were granted to each non-employee Director 
who was on the Board of Directors on the first business day of each
March, in 1993, 1994, 1995, and 1996, namely Messrs. Borden, 
Kesselman, Knowles and Segasture.  In addition, in December 1997, 
the Board of Directors approved annual grants under the 1992 Plan 
beginning in December 1997 of options to purchase 4,000 shares
of Common Stock for each non-employee Director exercisable at the 
fair market value on the date of grant.  Accordingly, as of 
June 30, 2004, the Company had granted under the 1992 Plan to the
foregoing four non-employee Directors options to purchase 128,000 
shares of Common Stock in the aggregate, or options to purchase 
32,000 shares of Common Stock for each.  The fair market value per
share of Common Stock on the dates of grant ranged from $0.50 for 
options granted in 1993 to $2.40 in 2002.  As of June 30, 2004, 
options under the 1992 Plan with respect to 46,000 shares had been 
exercised by the Directors.  They had exercised options with
respect to 48,000 shares in the aggregate granted to them prior 
to the adoption of the 1992 Plan.
    
           Under the Company's 2002 Stock Option Plan ("2002
 Plan"), none of the directors at the time of the Plan's adoption 
by the Board of Directors, subsequently approved by the stockholders 
in 2002 were eligible to receive option grants.  Mr. Joseph
G. Cremonese who was elected a Director at the 2002 Annual Meeting, 
was granted by the Board of Directors on December 1, 2003 an option 
to purchase 5,000 shares of Common Stock at the fair market value of
$1.35 per share. 
    
    
                        EXECUTIVE OFFICERS
            
           The following are the Executive Officers of the Company:
           
           Helena R. Santos, CPA (age 40), employed by the Company 
since 1994, was appointed in August 2002 as President, Chief 
Executive Officer and Treasurer.  Prior to the appointment she served 
as Vice President, Controller from 1997 and Secretary from May 2001.
She was an internal auditor with a major defense contractor from 
March 1991 to April 1994.  She had been previously employed in public 
accounting.
            
           Robert P. Nichols (age 43), employed by the Company
since February 1998, was appointed in August 2002 as Executive 
Vice President.  He had been, prior to his appointment, Vice 
President, Engineering from May 2001.   He was an Engineer Manager 
with Bay Side Motion Group, a precision motion equipment 
manufacturer from January 1996 to February 1998.
    
    
    
          The executive officers of the Company are elected by 
the Board of Directors and hold office until their respective 
successors are elected and qualified or until his or her earlier 
resignation or removal.  None of the officers need to be Directors, 
and more than one office may be held by the same person.  There
is no arrangement or understanding between any executive
officer and any other person regarding election as an officer.  
There are no family relationships between any Director and any 
executive officer of the Company.
           
                      EXECUTIVE COMPENSATION
    
           The following table summarizes all compensation paid 
by the Company to its then Chief Executive Officer and President 
with respect to each of the three fiscal years ended June 30, 2004.  
No other executive officer earned in excess of $100,000 in any of 
such fiscal periods.
                          
                    SUMMARY COMPENSATION TABLE
                     
                       ANNUAL COMPENSATION
                                                                
                                                                
                                  
                                                        
                                                               
                      Fiscal                          All Other    
 Name                 Year          Salary    Bonus   Compensation
_________________     _________     ________  ______  ____________
    
Helena R. Santos (1)  2004          $100,000  $ -     $  -
Helena R. Santos      2003          $ 76,000  $ -     $  -
Lowell A. Kleiman (1) 2003          $ 53,300  $ -     $ 19,500(2)
Lowell A. Kleiman     2002          $160,000  $ -     $  -
                                                 
           (1) Ms. Santos was appointed Chief Executive Officer
and President on August 29, 2002 following the termination
of Mr. Kleiman's employment.
    
           (2) Represents accrued benefits paid to Mr. Kleiman
    upon the termination of his employment.
          
    
                      EMPLOYMENT AGREEMENTS
    
           On September 1, 2004 the Company entered into new 
employment agreements with Ms. Helena R. Santos and Mr. Robert P. 
Nichols replacing employment agreements that were entered into in 
January 2003.  The new agreements increased their base salaries by 
$10,000 each - to $110,000 for Ms. Santos and $105,000 for Mr. Nichols. 
The new agreements also extended their employment period to
December 31, 2006.  They otherwise contain substantially the
same provisions as the replaced agreements, including provisions for 
their employment as executives of the Company, annual bonuses at the 
discretion of the Board and non-competition and confidentiality 
covenants.
    
                             OPTIONS
                                 
         OPTION GRANTS IN FISCAL YEAR ENDED JUNE 30, 2004
    
            There were no options granted to officers during fiscal 
year 2004.  
    
    
    
        
    
         Ms. Santos was the only executive officer who exercised 
options during the year ended June 30, 2004.        
                                 
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED JUNE 30, 2004 AND 
FISCAL YEAR END OPTION VALUES
    
 
                                      Number of
                 Shares of            Securities     Value of
                 Common               Underlying     Unexercised
                 Stock                Unexercised    in-the-money
                 Acquired             Options        Options
                 On         Value     at FY-End (#)  at FY-End($)
                 Exercise   Realized  Exercisable/   Exercisable/
Name             (#)        ($) (1)   Unexercisable  Unexercisable(1)
________________ _________  ________  _____________  _______________
Helena R. Santos 9,000      9,300     15,000/0       21,300/0

  
(1)    Calculated by multiplying the number of shares of Common 
Stock subject to options by the difference between the exercise 
price per share and the market price on dates of exercise and 
June 30, 2004, respectively.
    
          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
           In January 2003, the Company entered into a consulting 
    agreement with Mr. Joseph G. Cremonese, who was elected a Class 
    C Director at the Annual Meeting of Stockholders in November 
    2002 and has been providing the Company with consulting services 
    as an independent marketing consultant since 1996.  The consulting
    agreement provides that Mr. Cremonese and his affiliate,
    Laboratory Innovation Company, Ltd.  will, at the request of
    the Company, render for the period January 1, 2003 through
    December 31, 2004 marketing consulting services of at least
    80, but not more than 96, days per year at the rate of $450
    per day with a monthly cap of $3,000, with the Company's
    obligation reduced to the extent the consulting services are
    less than 80 days for a 12 month period.  The agreement
    contains confidentiality and non-competition covenants. 
    During fiscal 2004, the Company paid Mr. Cremonese an
    aggregate of $33,200 for his consulting services.           
                          
                                 
           SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
           
          The Company believes that, for the year ended June 30, 2004, 
    all filing requirements of Section 16(a) of the Securities Act of 
   1934, as amended, applicable to its officers, directors and 10% 
   stockholders were complied with timely.                        
   

 
                               
                           PROPOSAL 2
                                 
                       INDEPENDENT AUDITORS
                                 
           The Board of Directors, subject to stockholders approval, 
    appointed Nussbaum Yates & Wolpow, P.C. ("NY&W") as independent
    auditors of the Company for its financial statements for fiscal 
    year ending June 30, 2005.  NY&W has audited the consolidated
    financial statements of the Company since 1991.  A representative 
    of that firm is expected to be present at the Annual Meeting,
    and will have an opportunity to make a statement to the 
    stockholders and will be available to respond to appropriate 
    questions.  The ratification of the appointment will require the 
    affirmative vote of the holders of a majority of the outstanding 
    shares of Common Stock present in person or represented by
    proxy at the Annual Meeting and entitled to vote.  Abstentions 
    will be included in determining the number of shares of Common
    Stock present or represented and entitled to vote for purposes of 
    approval and will have the effect of votes "against" the proposal. 
    Broker  "non-votes"  will not be counted in determining the number 
    of shares of Common Stock present or represented and entitled to
    vote to approve the proposal and will therefore not have the effect 
   of votes either "for" or "against".
                  
           Stockholder ratification of the appointment is
    not required by the Company's Certificate of Incorporation
    or By-laws or otherwise.  If the stockholders fail to ratify
    the appointment, the Board of Directors will reconsider
    whether to retain that firm.  Even if the appointment is
    ratified, the Board of Directors in its discretion may
    direct the appointment of a different independent accounting
    firm at any time during the year if the Board of Directors
    determines that such a change would be in the best interests
    of the Company and its stockholders.  
    
    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS 
    VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF NUSSBAUM YATES & 
    WOLPOW, P.C. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL 
    YEAR ENDING JUNE 30, 2005.
    
                          AUDITOR FEES 
    
         The following is a description of the fees incurred by the
    Company to NY&W during the fiscal years ended June 30, 2004 
    and 2003:
    
         Audit Fees: The Company incurred fees of approximately 
    $24,550 and $23,250 to NY&W in connection with its audit of the 
    Company's financial statements and review of the Company's interim 
    financial statements included in the Company's Quarterly Reports on
    Form 10-QSB during the fiscal year ended June 30, 2004 and
    2003, respectively.
                                                
         Tax Fees: The Company incurred fees of approximately $4,000 to 
    NY&W for each of the fiscal years ended June 30, 2004 and 2003 in 
    connection with preparation of the corporate tax returns.
    
         Financial Information Systems Design and Implementation Fees: 
    The Company did not engage NY&W during each of the two years to 
    provide advice to the Company regarding financial information 
    systems design and implementation.  
    
         Other Fees: NY&W did not perform other non-audit services in 
    the current fiscal year.  The Company paid $1,700 to NY&W in 
    connection with the Company's 2002 Stock Option Plan registration 
    statement during the fiscal year ended June 30, 2003.
    



                          OTHER MATTERS
    
         The Board of Directors is not aware of any
    matters other than those set forth in this proxy statement
    that will be presented for action at the Annual Meeting;
    however, if any other matters properly come before the
    Annual Meeting, the persons named as proxies intend to vote
    the shares of Common Stock they represent in accordance with
    their judgment on such matters.
    
    
                      ADDITIONAL INFORMATION
    
         THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR
    THE FISCAL YEAR ENDED JUNE 30, 2004, INCLUDES ITS ANNUAL
    REPORT ON FORM 10-KSB WITHOUT EXHIBIT FOR THE YEAR WHICH WAS
    FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON
    SEPTEMBER 27, 2004.  THE ANNUAL REPORT TO STOCKHOLDERS ON
    FORM 10-KSB IS NOT PART OF THIS PROXY MATERIAL, BUT IS BEING
    MAILED TO STOCKHOLDERS WITH THIS PROXY SOLICITATION.  A COPY
    OF THE EXHIBIT TO THE ANNUAL REPORT ON FORM 10-KSB CAN BE
    OBTAINED WITHOUT CHARGE BY WRITING TO THE SECRETARY OF THE
    COMPANY AT THE COMPANY'S ADDRESS SET FORTH ELSEWHERE IN THIS
    PROXY STATEMENT.
    
                      STOCKHOLDER PROPOSALS
    
          Proposals of stockholders of the Company
    intended to be presented at the Company's 2004 Annual
    Meeting of stockholders following the year ended June 30,
    2005 must be received by the Secretary of the Company for
    inclusion in the appropriate proxy materials no later than
    June 20, 2005. 
    
                    EXPENSES AND SOLICITATION
    
          The entire cost of soliciting proxies will be
    borne by the Company. In addition to the use of the mails,
    proxies may be solicited by officers, directors and regular
    employees of the Company personally or by telephone.  No
    additional compensation will be paid to such persons for any
    additional solicitations.  The Company will also request
    securities brokers, custodians, nominees and fiduciaries who
    hold shares of Common Stock of record to forward
    solicitation material to the beneficial owners of such
    shares, and will reimburse them for their reasonable
    out-of-pocket expenses in forwarding such soliciting materials.
    

                           By the Order of your Board of Directors,
     
                           /s/Robert P. Nichols
                           ______________________
    
                           Robert P. Nichols
                           Secretary
    
     Bohemia, New York
     October 22, 2004 



______________________________________________________________________

               SCIENTIFIC INDUSTRIES, INC.
          PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                     December 2, 2004

    THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


The undersigned hereby appoints Joseph I. Kesselman and Arthur M. 
Borden, and each of them, with full power of substitution, to 
vote, as a holder of the common stock, par value $0.05 per share 
("Common Stock"), of Scientific Industries, Inc., a Delaware 
corporation (the "Company"), all the shares of Common Stock which the 
undersigned is entitled to vote, through the execution of a proxy with 
respect to the 2004 Annual Meeting of Stockholders of the Company (the 
"Annual Meeting"), to be held at the Princeton Club, 15 West 43rd 
Street, New York, New York, on Thursday, December 2, 2004 at 10:30 
a.m. New York time, and any and all adjournments or postponements 
thereof, and authorizes and instructs said proxies to vote in the 
manner directed below.

The Board of Directors recommends the vote FOR the election of the 
nominee for Director named below and proposal 2.

1.	Election of Director:	       JOSEPH I. KESSELMAN
      FOR  (   )                     WITHHOLD  (   )




2.	Proposal to ratify the appointment of Nussbaum, Yates & Wolpow, 
P.C., as independent auditors of the Company for the fiscal year 
ending June 30, 2005.

      FOR  (   )		AGAINST   (   )		ABSTAIN  (   )

3.	In their discretion, the proxies are authorized to vote upon 
such other business as may properly come before such meeting or 
adjournment or postponement thereof.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE VOTE,
SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.

____________________________________________________________________

                        BACK OF CARD


PROPERLY EXECUTED AND RETURNED PROXY CARDS WILL BE VOTED IN THE 
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO 
INSTRUCTIONS TO THE CONTRARY ARE MADE, THIS PROXY WILL BE VOTED FOR 
THE ELECTION OF THE NAMED NOMINEE AS DIRECTOR AND APPROVAL OF 
PROPOSAL NO. 2 LISTED ON THE REVERSE SIDE OF THIS CARD.

You may revoke this proxy at any time before it is voted by (i) 
filing a revocation with the Secretary of the Company, (ii) 
submitting a duly executed proxy bearing a later date or time than 
the date or time of the proxy being revoked; or (iii) attending the 
Annual Meeting and voting in person. A stockholder's attendance at 
the Annual Meeting will not by itself revoke a proxy given by 
the stockholder.

			(Please sign exactly as the name appears below.  
                   Joint owners should each sign.  When signing as 
                   attorney, executor, administrator, trustee or 
                   guardian, please give full title as such.  
                   If a corporation, please sign with full corporate 
                   name by the president or other authorized officer.  
                   If a partnership, please sign in the partnership 
                   name by authorized person.)



Dated:  	, 2004		
                                          ________________________
							Signature

PLEASE COMPLETE, SIGN, DATE               ___________________________
AND RETURN THE PROXY CARD                 Signature, if held by joint 
PROMPTLY USING THE                        owners
ENCLOSED ENVELOPE.