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 June 30, 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                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

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


-------------------------------------------------------------------------------
              (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 June 30, 2004
----------------------------                        ----------------------------
 Common stock $.01 Par Value                             19,713,582 Shares





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




                                     Page 1
<PAGE>




                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----


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


  PART I        FINANCIAL INFORMATION

        Item 1. Financial Statements

                Consolidated Balance Sheets
                   June 30, 2004 and March 31, 2004.....................      3

                Consolidated Statements of Income
                   Three Months Ended June 30,
                   2004 and 2003........................................      4


                Consolidated Statements of Cash Flows
                   Three Months Ended June 30,
                   2004 and 2003........................................      5

                Notes to Consolidated Financial Statements..............    6-8

        Item 2. Management's Discussion and Analysis or
                                   Plan of Operation ...................    9-11

        Item 3. Controls and Procedures ................................     11


  PART II       OTHER INFORMATION

        Item 1. Legal Proceedings.......................................     12

        Item 2. Changes in Securities...................................     12

        Item 3. Defaults Upon Senior Securities.........................     12

        Item 4. Submission of Matters to a Vote of Security Holders.....     12

        Item 5. Other Information.......................................     12

        Item 6. Exhibits and Reports on Form 8-K........................     12

 SIGNATURE PAGE ........................................................     13




                                     Page 2
<PAGE>


                          PART I: FINANCIAL INFORMATION
                          ------  ---------------------

Item 1.  Financial Statements.
         --------------------
                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

<S>                                                          <C>             <C>

                                    ASSETS
                                    ------
                                                             June 30, 2004   March 31, 2004
                                                             -------------   -------------
                                                              (Unaudited)      (Audited)
CURRENT ASSETS
--------------
  Cash ...................................................   $      2,040    $      2,040
  Accounts Receivable, Net ...............................      2,917,367       2,452,014
  Inventories ............................................      2,251,096       2,178,171
  Prepaid Expenses and Other Current Assets ..............        260,617         303,187
                                                             ------------    ------------
    Total Current Assets .................................      5,431,120       4,935,412
                                                             ------------    ------------

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
  Property, Plant and Equipment - At Cost ................     17,895,406      17,762,270
  Less: Accumulated Depreciation .........................      8,180,818       8,004,652
                                                             ------------    ------------
   Property, Plant, and Equipment - Net ..................      9,714,588       9,757,618
                                                             ------------    ------------

OTHER ASSETS
------------
  Goodwill ...............................................        573,305         573,035
  Intangible Assets - Net of Amortization ................      1,276,551       1,281,476
  Officers' Life Insurance Receivable ....................        142,517         174,138
  Investment in Unaffiliated Company .....................         94,856          94,856
  Deposits and Other .....................................        673,223         528,947
                                                             ------------    ------------
    Total Other Assets ...................................      2,760,182       2,652,452
                                                             ------------    ------------

TOTAL ASSETS .............................................   $ 17,905,890    $ 17,345,482
                                                             ============    ============

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

CURRENT LIABILITIES
-------------------
  Accounts Payable .......................................   $  2,924,626    $  2,296,600
  Accrued Taxes and Expenses .............................        254,649         340,537
  Current Portion of Long-Term Debt ......................      1,214,736       1,628,420
  Notes Payable - Bank ...................................      2,237,705       1,941,095
                                                             ------------    ------------
    Total Current Liabilities ............................      6,631,716       6,206,652
                                                             ------------    ------------

DEFERRED INCOME TAXES ....................................        310,000         250,000
LONG-TERM DEBT ...........................................      5,780,531       5,932,901

STOCKHOLDERS' EQUITY
--------------------
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 19,713,582 shares
      at 6/30/04 and 19,421,178 shares at 3/31/04 ........        197,135         194,211
    Additional Paid-in Capital ...........................      5,594,023       5,575,601
  Less:  Stock subscriptions receivable ..................         96,017          96,017
  Retained Earnings (Deficit) ............................       (511,498)       (717,866)
                                                             ------------    ------------
    Total Stockholders' Equity ...........................      5,183,643       4,955,929
                                                             ------------    ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ...................................   $ 17,905,890    $ 17,345,482
                                                             ============    ============
</TABLE>

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

                                     Page 3
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE THREE MONTHS ENDED JUNE 30,
                                   (UNAUDITED)


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

                                                                    2004          2003
                                                                    ----          ----

Net Sales ......................................                $ 5,624,703   $ 3,013,267

Cost of Goods Sold .............................                  4,434,393     2,099,298
                                                                -----------   -----------

Gross Profit ...................................                  1,190,310       913,969

Selling, General & Administrative Expenses .....                    802,348       628,151
                                                                -----------   -----------

Income From Operations .........................                    387,962       285,818
                                                                -----------   -----------

Other Income (Expense)
     Interest Expense, Net ......................               (   115,295)  (    79,758)
     Other - Net ................................               (     6,300)  (     1,800)
                                                                -----------   -----------
     Total Other Income (Expense) ...............               (   121,595)  (    81,558)
                                                                -----------   -----------

Income Before Income Taxes ......................                   266,367       204,260

Provision for Income Taxes ......................                    60,000        50,000
                                                                -----------   -----------

Net Income ......................................               $   206,367   $   154,260
                                                                ===========   ===========

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

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

Weighted Average Shares Outstanding- Basic ......                19,697,690    18,226,178
                                                                ===========   ===========
Weighted Average Shares Outstanding- Diluted.....                19,697,690    18,226,178
                                                                ===========   ===========

</TABLE>

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



                                     Page 4
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       FOR THE THREE MONTHS ENDED JUNE 30,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                               <C>          <C>
                                                                     2004         2003
                                                                     ----         ----
OPERATING ACTIVITIES:
---------------------
Net income ....................................................   $ 206,368    $ 154,260
         Adjustments to reconcile net income to net cash
         provided by (usedin) operating activities:
  Depreciation and amortization ...............................     181,091       86,498
  Deferred tax provision ......................................      60,000       50,000
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable ...................     628,026    ( 181,789)
    Decrease (increase) in prepaid expenses ...................   ( 201,706)   (  62,449)
    and other assets
    Decrease (increase) in accounts receivable ................   ( 465,353)   ( 331,912)
    Decrease (increase) in inventories ........................   (  72,925)      77,556
    Increase (decrease) in accrued taxes and expenses .........   (  64,542)       8,531
                                                                  ---------    ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                    270,959    ( 199,305)
                                                                  ---------    ---------
INVESTING ACTIVITIES;
---------------------
  Purchases of property, plant and equipment ..................   ( 133,136)   (  66,989)
                                                                  ---------    ---------

NET CASH (USED IN) INVESTING ACTIVITIES .......................   ( 133,136)   (  66,989)
                                                                  ---------    ---------

FINANCING ACTIVITIES
--------------------
  Net proceeds (payments) on revolving and term debt ..........   ( 137,823)     266,137
                                                                  ---------    ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                                  ( 137,823)     266,137
                                                                  ---------    ---------

INCREASE (DECREASE) IN CASH ...................................         -0-    (     157)

CASH AT BEGINNING OF PERIOD ...................................       2,040        1,752
                                                                  ---------    ---------

CASH AT END OF PERIOD .........................................   $   2,040    $   1,595
                                                                  =========    =========
</TABLE>

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



                                     Page 5
<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  are,  in the  opinion  of  management,
         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 months ended June
         30,  2004 and  June 30,  2003  are not  necessarily  indicative  of the
         results to be expected for the full year.


         NOTE 2:  INVENTORIES
                  -----------

         Inventories consist of the following at:
                                             June 30, 2004       March 31, 2004
                                             -------------       --------------
                  Raw materials                $ 1,271,459          $ 1,269,414
                  Work-in-process                   72,601               67,976
                  Finished goods                   907,036              840,781
                                               -----------          -----------
                                               $ 2,251,096          $ 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
         months  ended June 30,  2004 and June 30,  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>
                                                                   Three Months Ended
                                                             June 30, 2004   June 30, 2003
                                                             -------------   -------------
         Weighted Average Shares Outstanding- Basic            19,697,690     18,226,178
         Assumed Conversion of Stock Options                          -0-           -0-
                                                               ----------     ----------
         Weighted Average Shares Outstanding- Diluted          19,697,690     18,226,178
                                                               ==========     ==========
</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.

                                     Page 6
<PAGE>

         The  primary  components  of the  Company's  deferred  tax  assets  and
         liabilities and the related valuation allowance are as follows:

                                                   June 30, 2004  March 31, 2004
                                                   -----------    --------------
           Assets:
             Uniform capitalization adjustment ..  $    42,000      $    47,000
             Net operating loss carryforward ....      459,000          472,000
             Investment tax credits .............      144,000          144,000
             Write down of marketable security ..      162,000          141,000
             Other ..............................       70,000           64,000
                                                   -----------      -----------
                                                       877,000          868,000
                                                   -----------      -----------
           Liabilities:
             Accelerated depreciation ...........   (1,187,000)      (1,118,000)
                                                   -----------      -----------
                                                    (1,187,000)      (1,118,000)
                                                   -----------      -----------
           Net deferred tax asset (liability) ...  $  (310,000)     $  (250,000)
                                                   ============     ============

         At June 30, 2004, the Company had net operating loss  carryforwards of
         approximately $970,000 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".

                                                       3 Months Ended June 30,
                                                       -----------------------
                                                          2004          2003
                                                         -----          ----
                 Cash payments for interest .....      $ 115,295     $ 79,758
                 Issuance of stock to 401(K) plan      $  21,346         -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, 64. The adoption of this standard did not have a material impact
         on the Company's financial statements.

         In April 2003,  FASB issued SFAS No. 149 "Amendment of Statement 133 on
         Derivative  Instruments  and Hedging  Activities."  This  statement  is
         effective  for contracts  (as defined)  entered into or modified  after
         June 30, 2003.  The  adoption of this  standard did not have a material
         impact on the Company's financial statements.

         In January 2003, FASB Interpretation No. 46, "Consolidation of Variable
         Interest Entities,"  ("VIE's") was issued. The Company does not believe
         that the  adoption of this  interpretation  will have any effect on its
         financial statements.

         In May 2003, FASB issued SFAS No. 150 "Accounting for Certain Financial


                                     Page 7
<PAGE>

         Instruments with  Characteristics  of both Liabilities and Equity." The
         adoption  of  this  standard  did not  have a  material  impact  on the
         Company's financial statements.

         NOTE 7: ACQUISITION OF VULCAN INDUSTRIES, INC.
                 --------------------------------------

         In August,  2003 the  Company  purchased  100% of the  common  stock 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.  The
         aggregate  purchase price of  $2,014,000,  including fees and expenses,
         was financed with a combination  of cash,  term and revolving debt from
         the  Company's   primary  lender  and  notes  payable  to  the  selling
         shareholders.   Concurrent  with  the  acquisition,  term  loan  credit
         facilities in the maximum amount of $2,150,000 were arranged to finance
         machinery, equipment and related costs associated with a new production
         supply agreement scheduled to begin this fiscal year.

         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 (rounded to the nearest  thousand)
         consisted of the following:

                                Cash paid for stock                $500,000
                                Debt issued for stock             1,250,000
                                Transaction fees and expenses       264,000
                                                                 ----------
                                Total acquisition cost           $2,014,000
                                                                 ==========

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

               Accounts receivable                                 $878,000
               Inventory                                            323,000
               Other current and long-term assets                    70,000
               Property and equipment                             1,534,000
               Amortizable intangible assets                        500,000
               Intangible assets not subject to amortization        700,000
               Goodwill (all deductible for tax purposes)           573,000
               Liabilities                                       (2,564,000)
                                                                 ----------
                           Total                                 $2,014,000
                                                                 ==========
         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.

         Unauditedpro  forma  combined  results of  operations  (rounded  to the
         nearest  thousand)  of the  Company  and Vulcan  for the  corresponding
         interim period of the preceding year, assuming the acquisition occurred
         at the beginning of the period, is as follows:

                                                Three Months Ended June 30, 2003
                                                --------------------------------
         Net revenues                                      $ 4,587,000

         Net income                                        $   140,000

         Net income per share - basic and diluted          $     . 01



                                     Page 8
<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  June 30,  2004  reached a record
level of $5,624,703, substantially higher than the $3,013,267 for the comparable
quarter of the prior year. Sales for the current year include Vulcan Industries,
Inc., a Michigan  manufacturer of fabricated  metal tubing products  serving the
automotive,  furniture  and  appliance  industries,  acquired  in  August  2003.
Excluding  sales from Vulcan,  consolidated  net sales for the period ended June
30, 2004 increased by $1,199,254, or 40%, over the period ended June 30, 2003
        Certain markets served by the Company,  led by residential  water source
heat pump  applications,  have strong  requirements  for  products in the spring
months in order to meet inventory stocking requirements for the primary building
season. This core business, spurred by new housing starts in many regions of the
US,  continues to grow.  Other  markets,  notably  boiler  tubing  applications,
commercial  ice machines and swimming  pool heat pumps,  also  exhibited  strong
sales during the first fiscal  quarter.  Commercial and industrial  applications
also began to exhibit a long anticipated rebound in demand,  further fueling the
considerable growth in sales to that market.  Shipments to customers relating to
automotive  applications  fluctuated as high gasoline prices adversely  affected
new car sales during the period.  New long term automotive based supply programs
are  scheduled  to  commence  in the coming  months  that  should  significantly
increase shipments.
        Gross  profit  margins  in the  June  2004  quarter  declined  from  the
comparable  period of the prior year (21% vs. 30% of net sales).  The  Company's
automotive  related  customers feature large volume  requirements  having higher
direct  costs as a percentage  of selling  price than the  Company's  historical
product mix. Coaxial coil applications  have higher  engineering and value added
content, thereby generating higher contribution margins. In addition,  commodity
prices of metals,  principally  copper and nickel,  has risen sharply during the
current  quarter to their  highest  levels in the past six years.  Although  the
effects of these cost increases are shared with most  customers,  the net impact
is a  reduction  of gross  margin.  Direct  labor unit  costs and  manufacturing
overhead  expenses  remained  flat  between the years as higher labor rates were
largely offset by improvements in efficiency and productivity resulting from the
current product mix.
        Selling,  general and administrative expenses increased by $174,197 over
the same period last year.  In addition to the  increase in expenses  related to
the inclusion of Vulcan's operations, personnel were added in sales and customer
service,  engineering and other support  functions in both fiscal 2004 and 2005.
As the Company  plans on further  additions  to its  marketing  and  engineering
staffs,  future  period  operating  expenses are expected to increase.
        Interest  expense  increased  from  $79,758 in the June 2003  quarter to
$115,295 in the  current  period due to  additions  in term and  revolving  debt
relating  to both the Vulcan  acquisition  and its  ongoing  operations.
        Income  before income taxes for the three months ended June 30, 2004 was
$266,367  or 5% of net sales as  compared to $204,260 or 7% of net sales for the
prior year period.  Net income was $206,367 in the current  quarter vs. $154,260
for the same period last year.  Earnings per share were $.01 for both  quarterly
periods computed on both a basic and fully diluted basis.

        LIQUIDITY AND CAPITAL RESOURCES
        -------------------------------

        At June 30, 2004 working capital was a negative $1,200,596 compared to a
negative $1,271,240 at March 31, 2004,  primarily resulting from short term debt
issued  by the  Company  in  conjunction  with the  acquisition  of  Vulcan.  In
addition,  at the time of the purchase,  Vulcan had a negative  working  capital
position.  On a consolidated  basis,  current  assets  increased by $495,708 and


                                     Page 9
<PAGE>

total assets  increased by $560,408  over March 31, 2004.  Consolidated  current
liabilities increased by $425,064 for the same period,  primarily as a result of
start up expenses relating to a long term automotive supply program scheduled to
begin in the second quarter of this fiscal year.
        Accounts  receivable  increased by $465,353  from March 2004  reflecting
significantly  higher  levels of shipments of heat  exchanger  and heat transfer
products in the first  quarter of this fiscal  year.  Concurrently,  inventories
increased by only $72,925 due to more  efficient  inventory  management  coupled
with  refinements  to  stocking  programs  in  place  with  major  metal  tubing
suppliers.  Accounts payable increased by $628,026 in the same period due to the
start up expenses for the large 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
significantly  reduced in the current period  compared to recent quarters as the
Company  completed  several  large  projects  during the prior fiscal year.  New
capital project expenditures are projected to increase during the balance of the
year as the Company is adding new production  equipment.  These additions are to
be funded through a special purpose  revolving line of credit converting to term
debt.
        Net cash  repayments  from  financing  activities  was  $137,823  in the
quarter ended June 30, 2004 compared to net cash  borrowings of $266,137 for the
comparable  period of the prior year.  During the current year the Company began
to pay down a portion of the debt resulting from the Vulcan  acquisition and the
amortization  of term debt related to the purchase of equipment  located at that
subsidiary.
         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. Improvements in manufacturing processes
and  procedures  enable  the  Company  to offset a  portion  of the  effects  of
increased  costs and continuing  internal  refinements  are expected to generate
ongoing cost reductions. Future 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.

        FINANCIAL ACCOUNTING STANDARDS
        ------------------------------

        In December,  2002,  the  Financial  Accounting  Standards  Board (FASB)
issued SFAS No. 148,  "Accounting  for Stock-Based  Compensation-Transition  and
Disclosure."  This statement  amends SFAS No. 123,  "Accounting  for Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the  Fair-value-based  method of accounting for  stock-based  employee
compensation.  In addition, this statement amends the disclosure requirements of
SFAS  123.  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, 64," which  addresses the  reporting  related to the  extinguishments  of
debt,  accounting  for  intangible  assets and the  accounting  for leases.  The
initial  adoption  of  this  standard  did not  have a  material  impact  on the
Company's financial statements.

        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. This statement is effective for contracts
(as defined)  entered into or modified after June 30, 2003. The initial adoption
of this  standard  did not have a  material  impact on the  Company's  financial
statements.

        In January 2003, FASB Interpretation No. 46,  "Consolidation of Variable
Interest  Entities,"   ("VIE's")  was  issued.  This  interpretation   clarifies

                                    Page 10
<PAGE>

situations  in  which   entities  shall  be  subject  to   consolidation.   This
interpretation  is effective for all VIE's  created after January 31, 2002.  The
Company does not believe that the adoption of this  interpretation will have any
effect on its financial statements.

         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 new  statement  requires  that those
instruments be classified as  liabilities  in statements of financial  position.
This statement is effective for financial  instruments  entered into or modified
after May 31, 2003,  and  otherwise  is effective at the  beginning of the first
interim  period  beginning  after June 30,  2003.  The initial  adoption of this
standard did not have a material impact on the Company's financial statements.

FORWARD LOOKING STATEMENTS
--------------------------

        This  quarterly  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,  and
changes in unit prices,  supply and demand for the Company's tubing product line
especially in applications  serving the  commercial,  industrial and residential
construction industries.

        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.


                                    Page 11
<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. Change in Securities.

        No class of registered  securities  of the Company have been  materially
modified,  and no class of registered securities have been materially limited or
qualified by the issuance or  modification  of any other class of  securities of
the Company.

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.

        No matters  were  submitted to a vote of the  Securities  Holders of the
Company during the quarterly period for which this report is filed.

Item 5. Other Information.

        None

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

    (a) Exhibits:
        ---------

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

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

    (b) Reports on Form 8-K:
        --------------------

         None filed during this period.






                                    Page 12
<PAGE>





                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                 SIGNATURE PAGE
                                 --------------







         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: August 11, 2004      By:      /s/  Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


         Date: August 11, 2004      By:      /s/  Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer









                                    Page 13