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

                                   Form 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934






For the quarterly period ended December 31, 2004 Commission File Number: 0-10707


                              THERMODYNETICS, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)


                 Delaware                                     06-1042505
                 --------                                     ----------
(State or other Jurisdiction of Incorporation    (I.R.S. Employer Identification
                                                        No.) or Organization)

651 Day Hill Road, Windsor, CT                 06095            860-683-2005
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)    (Zip Code)       (Telephone Number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)




State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


                  Class                       Outstanding at December 31, 2004
      ---------------------------             --------------------------------
      Common stock $.01 Par Value                    19,746,582 Shares





Transitional Small Business Disclosure Format     Yes (  )   No ( x )




<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----

                                                                   Page Number
                                                                   -----------



PART I      FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Consolidated Balance Sheets
               December 31, 2004 and March 31, 2004.................    3

            Consolidated Statements of Income
               Three Months Ended December 31,
               2004 and 2003........................................    4

            Consolidated Statements of Income
               Nine Months Ended December 31,
               2004 and 2003........................................    5

            Consolidated Statements of Cash Flows
               Nine Months Ended December 31,
               2004 and 2003........................................    6

            Notes to Consolidated Financial Statements..............  7-9

   Item 2.  Management's Discussion and Analysis or
               Plan of Operation ...................................10-12

   Item 3.  Controls and Procedures ................................   12


PART II     OTHER INFORMATION

   Item 1.  Legal Proceedings.......................................   13

   Item 2.  Unregistered Sale of Equity Securities and Use of
               Proceeds.............................................   13

   Item 3.  Defaults Upon Senior Securities.........................   13

   Item 4.  Submission of Matters to a Vote of Security Holders.....   13

   Item 5.  Other Information.......................................   13

   Item 6.  Exhibits and Reports on Form 8-K........................   13

SIGNATURE PAGE .....................................................   14



<PAGE>


                          PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------
                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
<S>                                                                                 <C>                    <C>
                                                                                    December 31, 2004      March 31, 2004
                                                                                    -----------------      --------------
                                                                                       (Unaudited)            (Audited)
CURRENT ASSETS
  Cash                                                                                 $     2,040           $     2,040
  Accounts Receivable, Net                                                               2,730,853             2,452,014
  Inventories                                                                            3,199,980             2,178,171
  Prepaid Expenses and Other Current Assets                                                339,734               303,187
                                                                                       -----------           -----------
    Total Current Assets                                                                 6,272,607             4,935,412
                                                                                       -----------           -----------

PROPERTY, PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                                               18,766,958            17,762,270
  Less: Accumulated Depreciation                                                         8,536,056             8,004,652
                                                                                       -----------           -----------
   Property, Plant, and Equipment - Net                                                 10,230,902             9,757,618
                                                                                       -----------           -----------

OTHER ASSETS
  Goodwill                                                                                 573,035               573,035
  Intangible Assets - Net of Amortization                                                1,267,551             1,281,476
  Officers' Life Insurance Receivable                                                      142,517               174,138
  Investment in Unaffiliated Company                                                        94,856                94,856
  Deposits and Other                                                                     1,137,673               528,947
                                                                                       -----------           -----------
    Total Other Assets                                                                   3,215,632             2,652,452
                                                                                       -----------           -----------

TOTAL ASSETS                                                                           $19,719,141           $17,345,482
                                                                                       ===========           ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Accounts Payable                                                                     $ 3,663,532           $ 2,296,600
  Accrued Taxes and Expenses                                                               314,156               340,537
  Current Portion of Long-Term Debt                                                      1,008,428             1,078,420
  Notes Payable - Bank                                                                   2,918,321             1,941,095
  Notes Payable- Other                                                                     259,029               550,000
                                                                                       -----------           -----------
    Total Current Liabilities                                                            8,163,466             6,206,652
                                                                                       -----------           -----------

DEFERRED INCOME TAXES                                                                      417,500               250,000
LONG-TERM DEBT                                                                           5,558,471             5,932,901

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 19,746,582 shares
      at 12/31/04 and 19,421,178 shares at 3/31/04                                         197,461               194,211
    Additional Paid-in Capital                                                           5,600,446             5,575,601
  Less:  Stock subscriptions receivable                                                     48,017                96,017
  Retained Earnings (Deficit)                                                             (170,187)             (717,866)
                                                                                       -----------           -----------
    Total Stockholders' Equity                                                           5,579,704             4,955,929
                                                                                       -----------           -----------
TOTAL LIABILITIES AND
  STOCKHOLDERS'EQUITY                                                                  $19,719,141           $17,345,482
                                                                                       ===========           ===========

  The accompanying notes are an integral part of these consolidated financial
                                   statements.
</TABLE>
                                       3
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                     FOR THE THREE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                                    <C>                   <C>

                                                                                          2004                   2003
                                                                                       -----------           -----------

    Net Sales                                                                          $ 5,828,028           $ 4,600,963

    Cost of Goods Sold                                                                   4,699,135             3,452,368
                                                                                       -----------           -----------

    Gross Profit                                                                         1,158,893             1,148,595

    Selling, General & Administrative Expenses                                             812,847               881,984
                                                                                       -----------           -----------

    Income From Operations                                                                 346,046               266,611
                                                                                       -----------           -----------

    Other Income (Expense)
         Interest Expense, Net                                                         (  163,102)           (   108,010)
         Other - Net                                                                   (    4,542)           (     1,800)
                                                                                       -----------           -----------
         Total Other Income (Expense)                                                  (  167,644)           (   109,810)
                                                                                       -----------           -----------

    Income Before Income Taxes                                                             178,402               156,801

    Provision for Income Taxes                                                              47,500                20,000
                                                                                       -----------           -----------

    Net Income                                                                         $   130,902           $   136,801
                                                                                       ===========           ===========

    Earnings per Share-Basic                                                           $       .01           $       .01
                                                                                       ===========           ===========

    Earnings per Share-Diluted                                                         $       .01           $       .01
                                                                                       ===========           ===========

    Weighted Average Shares Outstanding- Basic                                          19,731,093            18,271,178
                                                                                       ===========           ===========
    Weighted Average Shares Outstanding- Diluted                                        19,731,093            18,271,178
                                                                                       ===========           ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       4
<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                                    <C>                   <C>

                                                                                           2004                  2003
                                                                                       -----------           -----------

    Net Sales                                                                          $17,204,885           $11,786,101

    Cost of Goods Sold                                                                  13,573,832             8,671,014
                                                                                       -----------           -----------

    Gross Profit                                                                         3,361,053             3,115,087

    Selling, General & Administrative Expenses                                           2,497,933             2,258,621
                                                                                       -----------           -----------

    Income From Operations                                                               1,133,120               856,466
                                                                                       -----------           -----------

    Other Income (Expense)
         Interest Expense, Net                                                         (   399,887)          (   300,012)
         Other - Net                                                                   (    13,554)          (   107,275)
                                                                                       -----------           -----------
         Total Other Income (Expense)                                                  (  413,441)           (   407,287)
                                                                                       -----------           -----------

    Income Before Income Taxes                                                             719,679               449,179

    Provision for Income Taxes                                                             172,000               100,000
                                                                                       -----------           -----------

    Net Income                                                                         $   547,679           $   349,179
                                                                                       ===========           ===========

    Earnings per Share-Basic                                                           $       .03           $       .02
                                                                                       ===========           ===========

    Earnings per Share-Diluted                                                         $       .03           $       .02
                                                                                       ===========           ===========

    Weighted Average Shares Outstanding- Basic                                          19,714,122            18,242,051
                                                                                       ===========           ===========
    Weighted Average Shares Outstanding- Diluted                                        19,714,122            18,242,051
                                                                                       ===========           ===========

</TABLE>

 The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                                    <C>                   <C>
                                                                                           2004                  2003
                                                                                       -----------           -----------

OPERATING ACTIVITIES:
---------------------
Net income                                                                             $   547,649           $   349,179
         Adjustments to reconcile net income to net cash provided by (used
         in) operating activities:
Reduction of officers' life insurance receivable                                               -0-               102,875
Depreciation and amortization                                                              560,275               408,354
Deferred tax provision                                                                     167,500               100,000
Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                                              1,366,931           (   344,068)
    Decrease (increase) in prepaid expenses and other assets                           (   712,219)          (     4,926)
    Decrease (increase) in accounts receivable                                         (   488,839)          (   207,239)
    Decrease (increase) in inventories                                                 ( 1,021,809)          (   213,686)
    Increase (decrease) in accrued taxes and expenses                                  (     5,005)               45,386
                                                                                       -----------           -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                  414,483               235,875
                                                                                       -----------           -----------
INVESTING ACTIVITIES:
---------------------
Purchases of property, plant and equipment                                              (1,004,688)          (   931,349)
Acquisition of Vulcan Industries, Inc.                                                         -0-           (   764,051)
Stock bonuses issued to employees                                                            6,750                 3,825
Proceeds from officers' life insurance policies                                                -0-               637,485
Other (increase) decrease in officers life insurance                                           -0-           (    16,559)
                                                                                       -----------           -----------
NET CASH (USED IN) INVESTING ACTIVITIES                                                (   997,938)          ( 1,070,649)
                                                                                       -----------           -----------
FINANCING ACTIVITIES:
---------------------
Net proceeds (payments) on revolving and term debt                                         583,455               834,774
                                                                                       -----------           -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                        583,455               834,774
                                                                                       -----------           -----------

INCREASE (DECREASE) IN CASH                                                                    -0-                   -0-
CASH AT BEGINNING OF PERIOD                                                                  2,040                 1,952
                                                                                       -----------           -----------

CASH AT END OF PERIOD                                                                  $     2,040           $     1,952
                                                                                       ===========           ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                   statements

                                       6
<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION
        ---------------------
The  financial   information  included  herein  is  unaudited;   however,   such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments),  which,  in the opinion of  management,  are  necessary for a fair
statement of results for the interim  period.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been condensed or omitted. The results of operations for the three and nine
months  ended  December  31,  2004 and  December  31,  2003 are not  necessarily
indicative of the results to be expected for the full year.


NOTE 2: INVENTORIES
        -----------
Inventories consist of the following at:

                                 December 31, 2004           March 31, 2004
                                 -----------------           --------------
Raw materials                      $ 2,110,340                $ 1,269,414
Work-in-process                         94,456                     67,976
Finished goods                         995,184                    840,781
                                     ---------                 ----------
                                   $ 3,199,980                $ 2,178,171
                                     =========                 ==========

Inventories are valued at the lower of cost or market, with cost determined on a
first-in, first-out basis.


NOTE 3: EARNINGS PER SHARE
        ------------------
The Company has adopted Statement of Accounting Standards No. 128, "Earnings per
Share"  (SFAS  128).  Earnings  per share for the  three and nine  months  ended
December 31, 2004 and December 31, 2003 have been  computed in  accordance  with
this  pronouncement,  based on the weighted average of outstanding shares during
the periods.  The weighted  average  numbers of shares  outstanding  used in the
calculations are as follows:
<TABLE>
<CAPTION>

<S>                                  <C>                <C>               <C>                <C>

                                       Three Months Ended Dec. 30           Nine Months Ended Dec. 30
                                        2004               2003              2004               2003
                                        ----               ----              ----               ----

Weighted Average Shares - (Basic)    19,731,093         18,271,178        19,714,122         18,242,051
Assumed Conversion of Stock Options         -0-                -0-               -0-                -0-
                                     ----------         ----------        ----------         ----------
Weighted Average Shares- (Diluted)   19,731,093         18,271,178        19,714,122         18,242,051
                                     ==========         ==========        ==========         ==========
</TABLE>


NOTE 4: INCOME TAXES
        ------------
The Company adopted Statement of Accounting  Standards No. 109,  "Accounting For
Income Taxes" (SFAS 109) effective  April 1, 1994.  The statement  requires that
deferred income taxes reflect the future tax consequences of differences between
the tax bases of assets and liabilities and for financial reporting purposes. In
addition,  SFAS 109 requires the recognition of future tax benefits, such as net
operating loss  carryforwards,  to the extent that  realization of such benefits
are more likely than not.
                                       7
<PAGE>
The primary  components of the Company's deferred tax assets and liabilities and
the related valuation allowance are:


                                        December 31, 2004       March 31, 2004
                                        -----------------       --------------

   Assets:
     Uniform capitalization adjustment      $    45,000           $    47,000
     Net operating loss carryforward            373,000               472,000
     Investment tax credits                     144,000               144,000
     Write down of marketable security          162,000               141,000
     Other                                       75,500                64,000
                                            -----------           -----------
                                                799,500               868,000
                                            -----------           -----------
   Liabilities:
      Accelerated depreciation               (1,217,000)           (1,118,000)
                                            -----------           -----------
                                             (1,217,000)           (1,118,000)
                                            -----------           -----------
   Net deferred tax asset (liability)       $  (417,500)          $  (250,000)
                                            ===========           ===========

At December  31,  2004,  the Company had net  operating  loss  carryforwards  of
approximately $1,007,000 expiring from 2004 to 2011.


NOTE 5: CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES
        -------------------------------------------------------
The following supplemental information is disclosed pursuant to the requirements
of Financial  Accounting Standards Board's "Statement of Accounting Standards No
95, Statement of Cash Flows".
                                                     9 Months Ended December 31,
                                                     ---------------------------
                                                          2004          2003
                                                          ----          ----
    Cash payments for interest                        $ 399,887       $300,012
    Note payable reduced by proceeds from receivable  $ 210,000       $   -0-

NOTE 6: FINANCIAL ACCOUNTING STANDARDS
        ------------------------------
In December,  2002, the Financial  Accounting Standards Board (FASB) issued SFAS
No. 148,  "Accounting  for Stock-Based  Compensation-Transition  and Disclosure"
which  amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation".  The
Company  accounts  for  stock-based   employee   compensation   arrangements  in
accordance  with the provisions of APB No. 25,  "Accounting  for Stock Issued to
Employees,"  and complies  with the  disclosure  provisions of SFAS 123 and SFAS
148.

In April 2002,  FASB issued SFAS No. 145,  "Rescission of FASB Statements 4, 44,
and 64. In April 2003, FASB issued SFAS No. 149,  "Amendment of Statement 133 on
Derivative   Instruments   and  Hedging   Activities.   In  January  2003,  FASB
Interpretation No. 46,  "Consolidation of Variable Interest Entities," ("VIE's")
was issued.  In May 2003,  FASB issued  SFAS No.  150,  "Accounting  for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity." The
adoption of these  standards did not have an impact on the  Company's  financial
statements.

NOTE 7: ACQUISITION OF VULCAN INDUSTRIES, INC.
        --------------------------------------
In August,  2003 the Company  purchased  all of the  outstanding  securities  of
Vulcan  Industries,  Inc, a Michigan  manufacturer  of  fabricated  metal tubing
products  serving  the  automotive,  furniture  and  appliance  industries.  The
acquisition  of Vulcan  provides the Company with enhanced  competencies  in its
core technologies and is expected to assist in developing additional markets for
the combined entity.
                                       8
<PAGE>
The acquisition was accounted for as a purchase, and Vulcan has been included in
the  Company's  consolidated  financial  statements  since  August 1, 2003.  The
acquisition cost consisted of the following (in 000's):

           Cash paid for stock                                   $  500
           Debt issued for stock                                  1,250
           Transaction fees and expenses                            264
                                                                 ------
           Total acquisition cost                                $2,014
                                                                 ======

The  acquisition  cost was allocated to the net tangible and  intangible  assets
acquired,  with the balance classified as goodwill,  based on the estimated fair
values at the date of the purchase, as follows (in 000's):

           Accounts receivable                                   $  878
           Inventory                                                323
           Other current and long-term assets                        70
           Property and equipment                                 1,534
              Amortizable intangible assets                         500
              Intangible assets not subject to amortization         700
              Goodwill (all deductible for tax purposes)            573
           Liabilities                                           (2,564)
                                                                 ------
                       Total                                     $2,014
                                                                 ======

Amortizable  intangible  assets consist of proprietary  technical  knowledge and
customer  relationships,  to be  amortized  over  periods  ranging from 25 to 30
years.  Intangible assets not subject to amortization  represent unpatented core
technology and general manufacturing processes and procedures.

Unaudited  pro forma  combined  results of  operations  of the  Company  for the
corresponding  interim period of the preceding year, assuming the acquisition of
Vulcan occurred at the beginning of the period, is as follows (in 000's):

                                                Nine Months Ended
                                                December 31, 2003
                                                -----------------
Net revenues                                          13,825
Net income                                              324
Net income per share - diluted                          .02

                                       9
<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

          RESULTS OF OPERATIONS
          ---------------------
         Net sales for the three months ended December 31, 2004 totaled $5.8
million compared to $4.6 million for the comparable quarter of the prior year
and for the nine month periods, $17.2 million vs. $11.8 million, respectively.
In August, 2003 the Company purchased Vulcan Industries, Inc, a manufacturer of
metal tubing products serving the automotive, furniture and appliance
industries. The quarterly period ending in December generally features reduced
demands for heating and air conditioning products as many of the Company's
customers operate limited plant schedules in November and December and reduce
their inventories of component parts as they approach the end of the calendar
year.
         Shipments at Vulcan Industries increased dramatically during the
current quarter as a large program to provide tubing for automobile exhaust
systems moved into full production. This program is scheduled to run for at
least five years; the parts will be used in a variety of trucks and sport
utility vehicles. Another program involving exhaust systems is moving from final
development to pre-production level and is expected to be at full production
during the final quarter of fiscal year 2005 . In order to support the new
business received since the acquisition, personnel was added in production,
technical and quality control areas.
          Turbotec Products continues to register record levels of shipments due
largely to the strong housing market augmented by marine air conditioning
applications and commercial/industrial building HVAC needs. Turbotec has
recently developed the capability to produce special purpose enhanced surface
tubing in titanium, an offering that is unique to the markets it serves. This
new product will be featured in trade shows and print advertising during the
coming months. Initial reception has been very strong and the Company has
received orders and/or inquiries from many current and prospective customers.
         The Company has also developed a line of tube in tube heat exchangers
that use plastic shell casings for its helical coaxial coils. The plastic shells
allow for maximum heat transfer and protection from highly erosive and corrosive
environments at a substantial cost reduction from traditional metal jacketed
products. Initial response to these products has been extremely favorable from
swimming pool and spa heat pump manufacturers.
         Gross profit margins as a percentage of net sales declined from the
comparable periods of the prior year (20% vs. 25% for the three months and 20%
vs. 26% for the nine months, respectively). The Company's automotive related
applications have large volume requirements with higher direct costs as a
percentage of selling price than the Company's heat exchanger product mix. As
shipments related to automotive applications have increased significantly in the
current quarter, the consolidated gross margin percentage has declined
reflecting this change in overall product mix. Shipments to the automotive
market are expected to increase during the balance of the year. Coaxial
condensing heat exchanger coil applications have higher engineering and value
added content, thereby generating higher contribution margins than automotive
applications.
         The cost of metals (principally steel, copper, stainless steel and
nickel) has risen sharply during the current year to their highest levels in the
past six years. Although the effects of these cost increases are shared with
customers, the impact is a net reduction of gross margin. The cost of these
metals has continued to increase and it is uncertain when the market will
experience cost relief. Direct labor unit costs decreased and manufacturing
overhead expenses largely remained flat between the years as higher labor rates
were largely offset by improvements in efficiency and productivity resulting
from the current overall product mix.
         As a result of the large increase in sales in the current year,
selling, general and administrative expenses decreased as a percentage of sales
compared to fiscal 2004, although expenses were higher for the current year to
date period. In addition to the increase in expenses related to Vulcan's
operations, personnel was added in customer service, engineering and other
support functions at both operating subsidiaries in fiscal 2005. As the Company
plans on further additions to its marketing and engineering staff, future
operating expenses are expected to increase.
                                       10
<PAGE>
         Interest expense increased from $108,000 in the December 2003 quarter
to $163,000 in the current quarter and from $300,000 in the nine months ended
December 2003 to $400,000 in the current year to date period. Additions to debt
obligations in fiscal 2004 related to the Vulcan acquisition and increases in
revolving lines of credit at both subsidiaries in fiscal 2005 were made to fund
business growth and new product development.
         Income before income taxes was $178,000 for the quarter ended December
31, 2004 vs. $157,000 for the same period of the prior year. For the nine
months, pre-tax income was $720,000 in fiscal 2005 compared to $449,000 in
fiscal 2004. Net income for the three and nine month periods ended December 31,
2004 were $131,000 and $548,000 (2% and 3% of net sales, respectively) as
compared to $137,000 and $349,000 (both 3% of net sales) for the same periods of
the prior year. Earnings per share were $.01 for both the quarters ended
December 2004 and 2003. For the year to date periods, earnings per share were
$.03 in fiscal 2005 and $.02 in fiscal 2004. There was no difference in earnings
per share computed on a basic and fully diluted basis for all periods presented.

         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------
         At December 31, 2004 working capital was a negative $1,891,000 compared
to a negative $1,271,000 at March 31, 2004. The negative balances are partly
created by debt issued by the Company in conjunction with the acquisition of
Vulcan. Sales growth and expenses incurred in conjunction with a new large
automotive program at Vulcan required additional investments in operating assets
and expenses, significantly increasing accounts payable and accrued expenses in
the current year. On a consolidated basis, current assets increased by
$1,337,000 and total assets increased by $2,374,000 since March 31, 2004.
Consolidated current liabilities increased by $1,957,000 during the same period.
         Trade accounts receivable increased by $489,000 from March 2004
reflecting significantly higher levels of shipments of automotive and heat
transfer products. During the same period inventories increased by $1,022,000,
primarily due to increased tubing purchases at Vulcan in anticipation of the
start of a long-term supply contract and general price increases in the cost of
metal tubing materials at both subsidiaries. Accounts payable increased by
$1,367,000 due to start up expenses of the automotive program, coupled with
higher invoice prices charged for metal tubing by mills and related suppliers.
         Investing activities relating to purchases of fixed assets were
comparable for the nine months of fiscal 2005 compared to the prior year. The
Company was engaged in the construction of several large equipment projects
required for production of new products, including surface enhanced titanium and
plastic tubing used as an alternative to metal outer jacket tubes.
         Net cash proceeds from financing activities were $583,000 in the nine
months ended December 2004 compared to $835,000 for the December 2003 period.
Additional borrowings under the revolving lines of credit at both operating
companies were needed to fund new product development, increased sales
activities and additions to engineering and other support staff.
         During the current year, the Company renewed and expanded the credit
facilities with its bank. Availability under the revolving lines of credit at
Turbotec and Vulcan were increased and a separate line of credit for capital
expenditures was established. These higher borrowing levels are intended to
enable the Company to fund the increased production levels for its new products
and programs.
         Cost increases continue to play a more significant role in the
Company's day-to-day operations as metal pricing surcharges have been instituted
by the Company's major tubing suppliers. A portion of these surcharges are
charged to customers when product is shipped. Improvements in manufacturing
processes and procedures enable the Company to offset a portion of the effect of
increased operating costs and ongoing programs are expected to generate future
cost reductions. Increases in interest rates will impact both the Company's cost
of borrowing to fund future growth as well as the ability of its customers to
sell products in markets sensitive to interest rate fluctuations.
                                       11
<PAGE>
         FINANCIAL ACCOUNTING STANDARDS
         ------------------------------
         In April 2003, FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
accounting for derivative instruments. In January 2003, FASB Interpretation No.
46, "Consolidation of Variable Interest Entities," ("VIE's") was issued. This
interpretation clarifies situations in which entities shall be subject to
consolidation.
         In May 2003, FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,"
which changes the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. The adoption of these
standards did not have a material impact on the Company's financial statements.

FORWARD LOOKING STATEMENTS
--------------------------
         This report contains certain forward-looking statements regarding the
Company, its business prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause the Company's actual business, prospects and results of operations to
differ materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: the Company's ability to successfully and timely develop and
finance new projects, the impact of competition on the Company's revenues,
changes in unit prices, and supply and demand for the Company's tubing product
line especially in the markets it serves.
         When used, words such as "believes," "anticipates," "expects,"
"continue", "may", "plan", "predict", "should", "will", "intends" and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Company undertakes no obligation to
revise any forward-looking statements in order to reflect events or
circumstances that may subsequently arise. Readers are urged to carefully review
and consider the various disclosures made by the Company in this report, news
releases, and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect the Company's business.

Item 3            CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures -
         Management believes that the Company's disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 (the "Exchange
Act")) as of the end of the reported period provide the material information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act under the Exchange Act.

(b) Changes in internal controls -
         There were no significant changes made and no corrective actions taken
in the Company's internal controls over financial reporting or in other factors
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting that occurred during the
quarter ended for this report. No significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions were uncovered.
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<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings.

         There are no material legal proceedings known or threatened against the
Company.

Item 2.        Unregistered Sale of Equity Securities and Use of Proceeds.

         The Company has not made any recent sales of any unregistered
securities, excluding shares under the Company's 401(k) plan, during the period
covered by this report.

Item 3.  Defaults Upon Senior Securities.

         There have been no defaults of any terms of the Company's securities.

Item 4.  Submission of Matters to a Vote of Security Holders.

     At the annual  meeting of  shareholders  of the Company held on November 9,
2004, Robert A. Lerman,  John F. Ferraro,  Anthony C. Mirabella,  John J. Hughes
and Fred H.  Samuelson  were elected  directors  of the Company,  to serve until
their successors are elected and qualified.

          Nominee or Matter          For      Against    Abstain    Not Voted
          -----------------          ---      -------    --------   ---------
          John F. Ferraro        14,112,156    49,775       --          --
          Robert A. Lerman       14,105,556    56,375       --          --
          Anthony C. Mirabella   14,118,181    43,750       --          --
          John J. Hughes         14,115,056    46,875       --          --
          Fred H. Samuelson      14,114,706    47,225       --          --

     At the same meeting,  by a vote of 13,816,805 shares granting authority and
314,606  shares  withholding   authority,   shareholders  granted  discretionary
authority to the Board of Directors  (i) to amend the Company's  certificate  of
incorporation  to effect a reverse stock split of the Common Stock at a ratio of
one-for-five (1:5) of 5 Old Shares for 1 New Share,  maintain the same amount of
authorized  Common  Stock at 25 million  shares,  maintain the same par value of
$.01 per share,  and determine the effective  date of the reverse stock split or
(ii) to  determine  not to proceed with the reverse  stock  split.  The Board of
Directors has not yet authorized or established a date to accomplish the reverse
stock split.

Item 5.  Other Information.

         None

Item 6.  Exhibits and Reports on Form 8-K.

         Exhibits:

         Rule 13a-14(a) / 15d-14(a) Certifications:
                - Exhibit 31(a)     Certification of Chief Executive Officer.
                - Exhibit 31(b)     Certification of Chief Financial Officer.

         Section 1350 Certifications:
                - Exhibit 32(a)     Certification of Chief Executive Officer.
                - Exhibit 32(b)     Certification of Chief Financial Officer.



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<PAGE>





                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                   SIGNATURES
                                   ----------







         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.







                                  THERMODYNETICS, INC.



Date: February 10, 2005           By:      /s/  Robert A. Lerman
                                         ---------------------------------------
                                         Robert A. Lerman
                                         President and Chief Executive Officer


Date: February 10, 2005           By:      /s/  Robert I. Lieberman
                                         --------------------------------------
                                         Robert I. Lieberman
                                         Treasurer and Chief Financial Officer








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