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

<TABLE>
<S>                                                       <C>
For the quarterly period ended September 30, 2000         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 or Organization)       (I.R.S. Employer Identification No.)


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.)
</TABLE>



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 September 30, 2000
  Common stock $.01 Par Value                         13,648,110 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
              September 30, 2000 and March 31, 2000.......................     3

           Consolidated Statements of Income and Comprehensive
              Income Three Months Ended September 30,
              2000 and 1999...............................................     4

           Consolidated Statements of Income and Comprehensive
              Income Six Months Ended September 30,
              2000 and 1999...............................................     5

           Consolidated Statements of Cash Flows
              Six Months Ended September 30,
              2000 and 1999...............................................     6

           Notes to Consolidated Financial Statements.....................   7-8

   Item 2. Management's Discussion and Analysis or
                  Plan of Operation.......................................  9-10


 PART II   OTHER INFORMATION

   Item 1. Legal Proceedings..............................................    11

   Item 2. Changes in Securities..........................................    11

   Item 3. Defaults Upon Senior Securities................................    11

   Item 4. Submission of Matters to a Vote of Security Holders............    11

   Item 5. Other Information..............................................    11

   Item 6. Exhibits and Reports on Form 8-K...............................    11


SIGNATURE PAGE ...........................................................    12


                                     Page 2
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                                September 30,               March 31,
                                                                                     2000                     2000
                                                                                 (Unaudited)                (Audited)
<S>                                                                             <C>                      <C>
CURRENT ASSETS
  Cash                                                                          $      3,466             $      2,814
  Accounts Receivable, Net                                                         1,206,813                1,226,817
  Inventories                                                                      2,118,311                1,802,535
  Prepaid Expenses and Other Current Assets                                          394,720                  259,079
                                                                                ------------             ------------
    Total Current Assets                                                           3,723,310                3,291,245
                                                                                ------------             ------------
PROPERTY , PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                                         11,130,545               10,873,948
  Less: Accumulated Depreciation                                                   5,202,813                5,039,960
                                                                                ------------             ------------
   Property, Plant, and Equipment - Net                                            5,927,732                5,833,988
                                                                                ------------             ------------
OTHER ASSETS
  Undeveloped Land Held for Investment                                               121,194                  119,666
  Intangible Assets - Net of Amortization                                             97,773                  103,743
  Officers' Life Insurance                                                         1,531,711                1,477,257
  Investment in Foreign Company                                                      100,000                  100,000
  Deposits and Other                                                                   3,845                   13,862
  Marketable Equity Securities, at Market                                             37,000                   62,456
                                                                                ------------             ------------
    Total Other Assets                                                             1,891,523                1,876,984
                                                                                ------------             ------------
TOTAL ASSETS                                                                    $ 11,542,565             $ 11,002,217
                                                                                ============             ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                              $  1,502,973             $  1,466,680
  Accrued Taxes and Expenses                                                          52,570                   97,388
  Current Portion of Long Term Debt                                                  363,030                  352,414
  Notes Payable - Bank                                                             1,765,732                1,525,319
                                                                                ------------             ------------
    Total Current Liabilities                                                      3,684,305                3,441,801
                                                                                ------------             ------------

DEFERRED INCOME TAXES                                                                146,000                   95,000
                                                                                ------------             ------------
LONG TERM DEBT                                                                     3,078,148                3,013,700
                                                                                ------------             ------------

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 13,780,008 shares
      at 9/30/00 and 13,580,008 shares at 3/31/00                                    137,800                  135,800
    Additional Paid-in Capital                                                     5,307,398                5,298,398
  Less:  Treasury Stock, at Cost                                                     164,564                  164,564
  Less:  Accumulated Other Comprehensive Loss                                        407,000                  381,544
  Retained Earnings (Deficit)                                                       (239,522)                (436,374)
                                                                                ------------             ------------
    Total Stockholders' Equity                                                     4,634,112                4,451,716
                                                                                ------------             ------------
TOTAL LIABILITIES AND                                                           $ 11,542,565             $ 11,002,217
  STOCKHOLDERS' EQUITY                                                          ============             ============
</TABLE>

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


                                     Page 3
<PAGE>

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

<TABLE>
<CAPTION>
                                                               2000            1999
                                                               ----            ----
<S>                                                       <C>             <C>
Net Sales                                                 $  2,914,324    $  2,634,438

Cost of Goods Sold                                           2,151,897       1,962,088
                                                          ------------    ------------

Gross Profit                                                   762,427         672,350

Selling, General & Administrative Expenses                     539,509         473,754
                                                          ------------    ------------

Income From Operations                                         222,918         198,596
                                                          ------------    ------------

Other Income (Expense)
     Interest Expense, Net                                    (142,987)       (105,595)
     Other - Net                                                (4,785)         (4,785)
                                                          ------------    ------------
     Total Other Income (Expense)                             (147,772)       (110,380)
                                                          ------------    ------------

Income Before Income Taxes                                      75,146          88,216

Provision for Income Taxes                                      17,000             -0-
                                                          ------------    ------------

Net Income                                                      58,146          88,216

Other Comprehensive Income (Loss), net of tax
      Unrealized holding losses during the period              (25,456)        (37,000)
                                                          ------------    ------------
                                                               (25,456)        (37,000)
                                                          ------------    ------------

Comprehensive Income                                      $     32,690    $     51,216
                                                          ------------    ------------

Earnings per Share-Basic                                           NIL             NIL
                                                          ============    ============
Earnings per Share-Diluted                                         NIL             NIL
                                                          ============    ============

Weighted Average Shares Outstanding- Basic                  13,780,008      13,496,310
                                                          ============    ============
Weighted Average Shares Outstanding- Diluted                16,835,271      15,758,711
                                                          ============    ============
</TABLE>

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


                                     Page 4
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2000                       1999
                                                                 ----                       ----
<S>                                                         <C>                        <C>
Net Sales                                                   $  6,101,168               $  5,594,922

Cost of Goods Sold                                             4,513,574                  4,129,355
                                                            ------------               ------------

Gross Profit                                                   1,587,594                  1,465,567

Selling, General & Administrative Expenses                     1,055,373                  1,014,226
                                                            ------------               ------------

Income From Operations                                           532,221                    451,341
                                                            ------------               ------------

Other Income (Expense)
     Interest Expense, Net                                      (279,799)                  (203,007)
     Other - Net                                                  (4,570)                    (9,570)
                                                            ------------               ------------
     Total Other Income (Expense)                               (284,369)                  (212,571)
                                                            ------------               ------------

Income Before Income Taxes                                       247,852                    238,770

Provision for Income Taxes                                        51,000                        -0-
                                                            ------------               ------------

Net Income                                                       196,852                    238,770

Other Comprehensive Income (Loss), net of tax
      Unrealized holding losses during the period                (25,456)                       -0-
                                                            ------------               ------------
                                                                 (25,456)                       -0-
                                                            ------------               ------------

Comprehensive Income                                        $    171,396               $    238,770
                                                            ------------               ------------

Earnings per Share-Basic                                    $        .01               $        .02
                                                            ============               ============
Earnings per Share-Diluted                                  $        .01               $        .02
                                                            ============               ============

Weighted Average Shares Outstanding- Basic                    13,681,647                 13,400,793
                                                            ============               ============
Weighted Average Shares Outstanding- Diluted                  16,799,147                 15,557,665
                                                            ============               ============
</TABLE>

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


                                     Page 5
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 2000                 1999
                                                                                 ----                 ----
<S>                                                                           <C>                  <C>
OPERATING ACTIVITIES:
  Net income                                                                  $ 196,852            $ 238,770
         Adjustments to reconcile net income to net cash provided by
         (used in) operating activities:
  Re-issuance of treasury stock                                                     -0-                5,000
  Depreciation and amortization                                                 168,823              165,263
  Deferred tax provision                                                         51,000                  -0-
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                                      36,293             (219,711)
    Decrease (increase) in prepaid expenses                                    (125,624)             (55,579)
        and Other assets
    Decrease (increase) in accounts receivable                                   20,004              (29,887)
    Decrease (increase) in inventories                                         (315,776)             141,272
    Increase (decrease) in accrued expenses                                     (33,818)             (18,113)
                                                                              ---------            ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              (2,246)             227,015
                                                                              ---------            ---------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                                   (256,597)            (391,930)
  Increase in other investments                                                  (1,528)              (1,557)
  Increase in life insurance premiums receivable                                (54,454)             (54,454)
                                                                              ---------            ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                            (312,579)            (447,941)
                                                                              ---------            ---------
FINANCING ACTIVITIES
  Sale of common stock                                                              -0-                2,750
  Principal payments on debt obligations                                        (90,575)            (153,983)
  Net proceeds from revolving and term debt                                     406,052              373,264
                                                                              ---------            ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                             315,477              222,031
                                                                              ---------            ---------

INCREASE (DECREASE) IN CASH                                                         652                1,105

CASH AT BEGINNING OF PERIOD                                                       2,814                1,658
                                                                              ---------            ---------

CASH AT END OF PERIOD                                                         $   3,466            $   2,763
                                                                              =========            =========
</TABLE>


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


                                     Page 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 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 generally  accepted  accounting  principles have been condensed or omitted.
The results of operations for the three and six months ended  September 30, 2000
and  September  30,  1999 are not  necessarily  indicative  of the results to be
expected for the full year.

NOTE 2: INVENTORIES

     Inventories consist of the following at:

                                            Sept 30,         March 31,
                                              2000              2000
                                              ----              ----
          Raw materials                    $1,338,589       $1,041,791
          Work-in-process                     147,426          281,653
          Finished goods                      632,296          479,091
                                           ----------       ----------
                                           $2,118,311       $1,802,535
                                           ==========       ==========

     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 six months
ended September 30, 2000 and September 30, 1999 have been computed in accordance
with this  pronouncement,  based on the weighted  average of outstanding  shares
during the periods.  The weighted  average number of shares  outstanding used in
the calculations are as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended               Six Months Ended
                                                     Sept 30, 2000   Sept 30, 1999   Sept 30, 2000   Sept 30, 1999
                                                     -------------   -------------   -------------   -------------
<S>                                                     <C>             <C>             <C>             <C>
          Weighted Average Shares Outstanding-
                     (Basic)                            13,780,008      13,496,310      13,681,647      13,400,793

          Assumed Conversion of Stock Options            3,055,263       2,262,401       3,117,500       2,516,872
                                                        ----------      ----------      ----------      ----------
          Weighted Average Shares Outstanding-
                     (Diluted)                          16,835,271      15,758,711      16,799,147      15,557,665
                                                        ==========      ==========      ==========      ==========
</TABLE>


                                     Page 7
<PAGE>

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 their bases 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.

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

                                               Sept 30, 2000     March 31, 2000
                                               -------------     --------------
     Assets:
       Uniform capitalization adjustment         $  21,000         $  21,000
       Net operating loss carryforward             643,000           694,000
       Investment tax credits                      144,000           144,000
       Other                                        18,000            18,000
                                                 ---------         ---------
                                                   826,000           877,000
                                                 ---------         ---------
     Liabilities:
       Accelerated depreciation                   (972,000)         (972,000)
                                                 ---------         ---------

                                                  (972,000)         (972,000)
                                                 ---------         ---------
     Net deferred tax asset (liability)          $(146,000)        $ (95,000)
                                                 =========         =========

     At September 30, 2000, the Company had net operating loss  carryforwards of
approximately $1,627,000 expiring from 2001 to 2007


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".

                                                     6 Months Ended Sept 30,
                                                       2000           1999
                                                       ----           ----
Cash payments for interest                          $ 279,799      $ 203,007
Issuance of common stock to 401(k) plan             $  11,000      $   4,500
Valuation reserve to reflect long-term equity
      securities at market                          $ (25,456)     $     -0-


NOTE 6: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The  Company  has  adopted  "Statement  of  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income" (SFAS 130), which  establishes  standards for
reporting and display of comprehensive income and its components (i.e. revenues,
expenses, gains and losses) in a complete set of financial statements. All prior
periods have been restated to conform to the provisions of this statement.


                                     Page 8
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

     Net sales for the three months ended September 30, 2000 totaled $2,914,324,
an  increase of $279,886 or 11%,  compared to the quarter  ended  September  30,
1999. For the six-month periods, shipments for the current year were $506,246 or
9% higher than the prior year.

     The  increase  in year to date net  sales  continues  the trend of the last
several  years,  as the larger  markets  served by the company are  experiencing
strong  product  demand,  led by the core business of water source heat pumps as
well as swimming  pool heat pumps,  marine  space  conditioning  and ice machine
applications. However a sharp reduction in orders was experienced beginning this
past July, signifying a shift in the economic factors influencing these markets.
Shipments for the next three months (October through December 2000) are expected
to reflect the current level of customer demand, with sales levels comparable to
those recorded for the same period of the prior year.

     Cost of sales  aggregated  approximately  74% of net sales for the  current
quarter and year to date periods as well as the prior year  periods.  Direct and
indirect labor costs per unit  increased  slightly as higher average labor rates
were offset by production  efficiencies.  Material costs  increased  slightly as
copper  pricing  in the  commodity  markets  continued  to exhibit  some  upward
trending  for the first six months of the fiscal  year.  Manufacturing  overhead
expenses also were somewhat higher than fiscal 2000 due to increases in employee
benefit costs and occupancy-related expenses.

     Selling,  general  and  administrative  expenses  remained  constant  as  a
percentage of net sales,  averaging 18% for all periods presented.  Increases in
the costs of personnel and employee related  expenses  resulted in higher dollar
charges  to  these   accounts  in  the  current  year.   The  Company  plans  on
supplementing  its marketing and  engineering  staffs during later stages of the
current year.

     For the  three  and six  month  periods  of  fiscal  2001,  other  expenses
increased by $37,392 and $71,798,  respectively,  over the comparable periods of
the prior year.  In fiscal 2000  certain  term debt bank  interest  charges were
capitalized  as  part  of the  addition  to  the  company's  main  manufacturing
facility.   Increases  in  the  prime  borrowing  rate  charged  by  banks  also
contributed to the interest expense reflected in the current year. The company's
primary  bank has reduced  the  effective  interest  rate on all non real estate
secured  term  and  revolving  debt  by  one  quarter  of one  percentage  point
commencing October 1, 2000.

     Federal  income tax provisions of $17,000 and $51,000,  respectively,  were
recorded  in the  second  quarter  and year to date  periods  of fiscal  2001 to
reflect an increase in the  company's  deferred tax  liability at September  30,
2000.  No  provision  was  shown  for the  prior  year as the  valuation  of the
company's deferred tax asset remained unchanged for the same period.

     The Company  recorded a charge of $25,456 as a net  comprehensive  loss for
both current year periods due to market value  fluctuations  of an investment in
publicly traded securities. In the prior year, the comprehensive loss charged to
net income was  $37,000  for the three  months  ended  September  30,  1999.  No
adjustment was required for the comparable six-month period.

     Overall,  income before income taxes  approximated  3% of net sales for the
both the current and prior year  quarters.  For the  six-month  periods,  income
before income taxes was 4% of net sales. Comprehensive income decreased for both
current year periods as the charges for comprehensive  losses and deferred taxes
had a negative impact on earnings.


LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  totaled  $39,005 at  September  30,  2000,  compared to a
negative  $150,556 at March 31, 2000 and $505,579 at September 30, 1999.  During
the  six-month  period,  current  assets  increased by $432,065 and total assets
remained above the $11 million level,  finishing at $11,542,565 on September 30,
2000.  Current  liabilities  increased by only  $242,504  during the same period
contributing  to the return to  positive  working  capital.  From an  operations
viewpoint,  inventories  increased  by  $315,776  reflecting  higher  levels  of
finished goods necessary to meet shorter order lead times required by customers.
Raw tubing stocks


                                     Page 9
<PAGE>

have also  increased  due to industry  wide  reduced  mill  capacity  and recent
increases  in  demand  for  fabricated  tubing  materials  by other  industries.
Accounts  receivable  decreased by $20,004 despite the  significant  increase in
sales  during the period.  The timing of cash  collections  from  customers  has
improved over the prior year and days  receivables  outstanding has been reduced
significantly.  Prepaid  expenses also rose during the period as annual payments
for real and personal  property tax  assessments  made in July will be amortized
over the following twelve months.

     Investing  activities decreased from $447,941 during the prior year quarter
to  $312,579  in the six months  ended  September  30,  2000.  During the second
quarter of fiscal 2000 the Company  began  construction  of a 15,000 square foot
addition to its primary manufacturing  facility. The construction project, which
also included systems  modifications to the existing plant, was completed by the
end of the March 31, 2000 fiscal year.

     Net  cash  provided  by  financing  activities  for  the six  months  ended
September  30,  2000 was above that of the  comparable  prior year period as the
increases in inventories and prepaid  expenses  resulted in additional  advances
against the revolving line of credit.

     Inflation and other cost  increases  have begun to play a more  significant
role in the Company's day to day  operations as  competitive  pricing  pressures
have  restricted  the Company's  ability to fully recover these added  expenses.
Improvements in manufacturing  processes and procedures have enabled the Company
to  offset a  portion  of the  effects  of  inflation  and  continuing  internal
refinements are expected to generate further cost reductions  during the balance
of the current year. Tightening of the labor markets is expected to continue for
the  foreseeable  future,  and  employment  related  expenses  such  as  medical
insurance and workers  compensation  coverage are also  projected to increase in
cost.  Although the company has recently  negotiated an interest rate  reduction
with its bank for certain  term and  revolving  debt,  further  increases of the
prime lending rate are likely to impact the  Company's  ability to sell products
in markets sensitive to interest rate fluctuations.


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,"  "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.


                                    Page 10
<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)  No Exhibits have been submitted with this report

     (b)  No reports on Form 8-K were filed during the quarter for which this
          report is filed.


                                    Page 11
<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: November 3, 2000                 By: /s/ Robert A. Lerman
                                           -----------------------
                                           Robert A. Lerman
                                           President


Date: November 3, 2000                 By: /s/ Robert I. Lieberman
                                           -----------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer