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 September 30,2005  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                 (I.R.S. Employer Identification
 Incorporation or Organization)                             Number)


651 Day Hill Road,
Windsor, Connecticut                  06095                    (860) 683-2005
--------------------------------------------------------------------------------
(Address of Principal              (Zip Code)        (Issuer's telephone number)
   Executive Offices)

                                   (Zip Code)
--------------------------------------------------------------------------------
              (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 September 30, 2005
-----------------------------                  ---------------------------------
Common stock $.01 Par Value                             3,983,782 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
                 September 30, 2005 and March 31, 2005....................     3

              Consolidated Statements of Operations
                 Three Months Ended September 30,
                 2005 and 2004............................................     4

              Consolidated Statements of Operations
                 Six Months Ended September 30,
                 2005 and 2004............................................     5

              Consolidated Statements of Cash Flows
                 Six Months Ended September 30,
                 2005 and 2004............................................     6

              Notes to Consolidated Financial Statements..................  7-10

     Item 2.  Management's Discussion and Analysis or
                                 Plan of Operation ....................... 11-13

     Item 3.  Controls and Procedures ......................................  13


 PART II        OTHER INFORMATION

     Item 1.  Legal Proceedings.............................................  14

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds...  14

     Item 3.  Defaults Upon Senior Securities...............................  14

     Item 4.  Submission of Matters to a Vote of Security Holders...........  14

     Item 5.  Other Information.............................................  14

     Item 6.  Exhibits and Reports on Form 8-K..............................  14

SIGNATURE PAGE .............................................................  15




                                     Page 2
<PAGE>

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

Item 1.  Financial Statements.
         --------------------
<TABLE>
<CAPTION>
                      THERMODYNETICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (in 000's)

                                     ASSETS
                                     ------
<S>                                                             <C>               <C>

                                                                  Sept 30, 2005    March 31, 2005
                                                                ---------------    --------------
                                                                   (Unaudited)        (Audited)

CURRENT ASSETS
--------------
  Cash ......................................................   $            2    $            0
  Accounts Receivable, Net ..................................            2,112             1,952
  Inventories ...............................................            2,596             2,357
  Prepaid Expenses and Other Current Assets .................              339                94
  Assets of Discontinued Business ...........................              311             4,941
                                                                --------------    --------------
    Total Current Assets ....................................            5,360             9,344
                                                                --------------    --------------

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
  Property, Plant and Equipment - At Cost ...................           13,943            13,811
  Less: Accumulated Depreciation ............................            6,820             6,632
                                                                --------------    --------------
   Property, Plant, and Equipment - Net .....................            7,123             7,179
                                                                --------------    --------------

OTHER ASSETS
------------
  Intangible Assets - Net of Amortization ...................               93                93
  Officers' Life Insurance Receivable .......................                0               148
  Investment in Unaffiliated Company ........................               95                95
  Deposits and Other ........................................              122               138
  Deferred Tax Benefit ......................................              875                 0
                                                                --------------    --------------
    Total Other Assets ......................................            1,185               474
                                                                --------------    --------------

TOTAL ASSETS ................................................   $       13,668    $       16,997
                                                                ==============    ==============

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

CURRENT LIABILITIES
-------------------
  Accounts Payable ..........................................   $        1,875    $        1,540
  Accrued Taxes and Expenses ................................               77               240
  Current Portion of Long-Term Debt .........................              490               829
  Notes Payable - Bank ......................................            2,700             2,166
  Notes Payable - Other .....................................              300                 0
  Liabilities of Discontinued Business ......................              584             3,596
                                                                --------------    --------------

    Total Current Liabilities ...............................            6,026             8,371
                                                                --------------    --------------

LONG TERM DEBT ..............................................            2,879             2,785
LIABILITIES OF DISCONTINUED BUSINESS ........................            3,999             4,370

STOCKHOLDERS' EQUITY
--------------------
  Common Stock, Par Value $.01/Share,
     Authorized 25,000,000 shares, issued 3,983,782 shares at
      at 9/30/05 and 3,953,782 shares at 3/31/05 ............               40                40
    Additional Paid-in Capital ..............................            5,782             5,758
  Retained Earnings (Deficit) ...............................           (5,058)           (4,327)
                                                                --------------    --------------
    Total Stockholders' Equity ..............................              764             1,471
                                                                --------------    --------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ......................................   $       13,668    $       16,997
                                                                ==============    ==============
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                     Page 3
<PAGE>
<TABLE>
<CAPTION>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)
<S>                                                      <C>            <C>
                        IN (000's) EXCEPT PER SHARE DATA

                                                                2005           2004
                                                         -----------    -----------

Net Sales ............................................   $     4,532    $     4,092

Cost of Goods Sold ...................................         3,319          2,968
                                                         -----------    -----------

Gross Profit .........................................         1,213          1,124

Selling, General & Administrative Expenses ...........           800            726
                                                         -----------    -----------

Income From Operations ...............................           413            398
                                                         -----------    -----------

Other Income (Expense)
     Interest Expense, Net ...........................          (113)           (94)
     Other - Net .....................................             0              2
                                                         -----------    -----------
     Total Other Income (Expense) ....................          (113)           (92)
                                                         -----------    -----------

Income From Continuing Operations Before Income Taxes            300            306
Provision for Income Taxes ...........................           115             60
                                                         -----------    -----------
Income From Continuing Operations ....................           185            246

Discontinued Operations:
Loss From Operations of Discontinued Business ........        (1,345)           (36)
Loss on Disposal of Assets of Discontinued Business ..          (658)             0
                                                         -----------    -----------
Loss from Discontinued Operations Before Income Taxes         (2,003)           (36)
Income Tax Benefit ...................................        (1,030)             0
                                                         -----------    -----------
Loss From Discontinued Operations ....................          (973)           (36)
                                                         -----------    -----------

Net Income (Loss) ....................................   $      (788)   $       210
                                                         ===========    ===========

Earnings (Loss) per Share- Basic
Earnings (Loss) per Share From Continuing Operations .   $       .05    $       .06
Earnings (Loss) per Share From Discontinued Operations          (.25)          (.01)
                                                         -----------    -----------
Total Earnings (Loss) per Share - Basic ..............   $      (.20)   $       .05
                                                         ===========    ===========


Earnings (Loss) per Share- Diluted
Earnings (Loss) per Share From Continuing Operations

Earnings (Loss) per Share From Discontinued Operations
Total Earnings (Loss) per Share - Diluted ............   $       .05    $       .06
                                                                (.25)          (.01)
                                                         -----------    -----------
                                                         $      (.20)   $       .05
                                                         ===========    ===========

Weighted Average Shares Outstanding- Basic ...........     3,968,782      3,942,716
                                                         ===========    ===========
Weighted Average Shares Outstanding- Diluted .........     3,968,782      3,942,716
                                                         ===========    ===========
</TABLE>


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



                                     Page 4
<PAGE>
<TABLE>
<CAPTION>
                      THERMODYNETICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

<S>                                                      <C>            <C>
                        IN (000's) EXCEPT PER SHARE DATA

                                                                2005           2004
                                                         -----------    -----------

Net Sales ............................................   $     9,065    $     8,304

Cost of Goods Sold ...................................         6,753          6,021
                                                         -----------    -----------

Gross Profit .........................................         2,312          2,283

Selling, General & Administrative Expenses ...........         1,589          1,417
                                                         -----------    -----------

Income From Operations ...............................           723            866
                                                         -----------    -----------

Other Income (Expense)
     Interest Expense, Net ...........................          (230)          (185)
     Other - Net .....................................             0              0
                                                         -----------    -----------
     Total Other Income (Expense) ....................          (230)          (185)
                                                         -----------    -----------

Income From Continuing Operations Before Income Taxes            493            681
Provision for Income Taxes ...........................           155            120
                                                         -----------    -----------
Income From Continuing Operations ....................           338            561

Discontinued Operations:
Loss From Operations of Discontinued Business ........        (1,441)          (144)
Loss on Disposal of Assets of Discontinued Business ..          (658)             0
                                                         -----------    -----------
Loss from Discontinued Operations Before Income Taxes         (2,099)          (144)
Income Tax Benefit ...................................        (1,030)             0
                                                         -----------    -----------
Loss From Discontinued Operations ....................        (1,069)          (144)
                                                         -----------    -----------

Net Income (Loss) ....................................   $      (731)   $       417
                                                         ===========    ===========

Earnings (Loss) per Share- Basic
Earnings (Loss) per Share From Continuing Operations .   $       .09    $       .14
Earnings (Loss) per Share From Discontinued Operations          (.27)          (.04)
                                                         -----------    -----------
Total Earnings (Loss) per Share - Basic ..............   $      (.18)   $       .10
                                                         ===========    ===========


Earnings (Loss) per Share- Diluted
Earnings (Loss) per Share From Continuing Operations

Earnings (Loss) per Share From Discontinued Operations
Total Earnings (Loss) per Share - Diluted ............   $       .09    $       .14
                                                                (.27)          (.04)
                                                         -----------    -----------
                                                         $      (.18)   $
                                                         ===========    ===========

Weighted Average Shares Outstanding- Basic ...........     3,961,282      3,941,127
                                                         ===========    ===========
Weighted Average Shares Outstanding- Diluted .........     3,961,282      3,941,127
                                                         ===========    ===========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                     Page 5
<PAGE>
<TABLE>
<CAPTION>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,

                                   (UNAUDITED)
                                   IN (000'S)
<S>                                                                              <C>        <C>

                                                                                    2005       2004
                                                                                 -------    -------
OPERATING ACTIVITIES:
---------------------
  Net income .................................................................   $  (731)   $   416
         Adjustments to reconcile net income to net cash provided by (used in)
         operating activities:
  Depreciation and amortization ..............................................       204        177
  Deferred tax provision (benefit) ...........................................      (875)       120
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable ..................................       335        156
    Decrease (increase) in prepaid expenses and...............................      (247)       (94)
      other assets
    Decrease (increase) in accounts receivable ...............................      (160)      (487)
    Decrease (increase) in inventories .......................................      (239)       (86)
    Increase (decrease) in accrued taxes and expenses ........................      (139)       (17)
    Cash provided from operating activities of discontinued
        business .............................................................     1,320       (220)
                                                                                 -------    -------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES....................................................................      (532)       135
                                                                                 -------    -------
INVESTING ACTIVITIES;
---------------------
  Purchases of property, plant and equipment, net ............................      (132)      (267)
  Loss on disposal of fixed assets of discontinued business ..................       658         86
  Proceeds from sale of assets of discontinued business ......................       265          0
                                                                                 -------    -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                                                     791       (181)
                                                                                 -------    -------

FINANCING ACTIVITIES
--------------------
  Proceeds from short term borrowings and notes payable ......................       984        635
  Principal payments on long term debt .......................................      (245)       (70)
  Cash used in financing activities of discontinued business .................      (996)      (249)
                                                                                 -------    -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                                                    (257)       316
                                                                                 -------    -------

INCREASE (DECREASE) IN CASH ..................................................         2        -0-

CASH AT BEGINNING OF PERIOD ..................................................       -0-          2
                                                                                 -------    -------

CASH AT END OF PERIOD ........................................................   $     2    $     2
                                                                                 =======    =======
</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 accounting  principles
         generally  accepted in the United States of America have been condensed
         or  omitted.  The  results of  operations  for the three and six months
         ended  September 30, 2005 and  September  30, 2004 are not  necessarily
         indicative of the results to be expected for the full year.


         NOTE 2:  DISCONTINUED OPERATIONS
                  -----------------------

         On July 5, 2005, the Company and its Vulcan Industries, Inc. subsidiary
         (Vulcan),  received  a notice  of  default  dated  July 1, 2005 from an
         equipment finance  institution on a term loan secured by equipment.  On
         July 6, 2005, the Company  received a notice from its bank stating that
         it was in default of the bank's  term loan as a result of,  among other
         reasons, the acceleration of the equipment term loan.

         On July 18, 2005,  the Company  consummated  an agreement  with a major
         customer whereby the customer purchased certain manufacturing equipment
         located in the Vulcan  facility  by paying the  balance on the  related
         outstanding debt due the equipment finance institution plus half of the
         balance due on a term loan to the City of Sturgis,  Michigan (Sturgis).
         The Company recognized an impairment loss on these long-lived assets of
         $367,052 at March 31, 2005.  The repayment of this debt was made during
         the grace period allowed by the bank. As these loans were paid in full,
         the equipment finance institution and Sturgis each released the Company
         and Vulcan from any further obligation.  As the manufacturing equipment
         sold to the customer was to be used to generate a  significant  portion
         of Vulcan's  future  operating  cash flows,  the Company  reviewed  the
         Vulcan  intangibles  and recorded an  impairment  loss of $1,742,770 at
         March 31, 2005.

         On July 27,  2005,  the  Company  and its  bank (as the only  remaining
         secured creditor) entered into an agreement whereby the bank waived the
         existing defaults on all debt instruments (except those relating to the
         Vulcan  debt)  and  modified  a  financial   covenant  to  exclude  the
         operations of Vulcan.


         In mid-August,  the Company  discontinued  the operations of Vulcan and
         began  liquidating  its remaining  assets and paid the sums received to
         the bank. At September 30, 2005  substantially  all operating assets of
         Vulcan were  liquidated and the Company and the bank have  restructured
         the balance of the secured debt resulting from the Vulcan closure.  The
         Company is also  exploring  other  avenues  to reduce  the  obligations
         created by the  Vulcan  closing to  improve  the  balance  sheet of the
         Company.




                                     Page 7
<PAGE>


         NOTE 3:  INVENTORIES
                  -----------

         Inventories consist of the following at (in 000's):
                                          September 30, 2005      March 31, 2005
                                          ------------------      --------------
                  Raw materials               $ 1,491                 $   920
                  Work-in-process                 138                     158
                  Finished goods                1,022                   1,334
                     Less: Reserves                55                      55
                                              -------                  ------
                                              $ 2,596                 $ 2,357
                                              =======                  ======

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


         NOTE 4:  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, 2005 and  September 30, 2004 have been
         computed in accordance with this  pronouncement,  based on the weighted
         average of outstanding shares during the periods.

         Effective April 18, 2005, the Company implemented a reverse stock split
         whereby  each  outstanding  five shares of existing  common  stock were
         exchanged for one share of new common stock. The effect of this reverse
         stock split was to reduce the number of issued and  outstanding  common
         shares to  approximately  3,954,000.  The effects of this reverse split
         have been retroactively applied to all per share calculations.

         The  weighted  average  numbers  of  shares  outstanding   used  in the
         calculations are as follows:
<TABLE>
<CAPTION>
<S>                                               <C>            <C>              <C>           <C>

                                                Three Months Ended Sept. 30     Six Months Ended Sept 30
                                                     2005           2004             2005          2004
                                                     ----           ----             ----          ----
         Weighted Average Shares - (Basic)        3,968,782      3,942,716        3,961,282     3,941,127
         Assumed Conversion of Stock Options            -0-            -0-              -0-           -0-
                                                  ---------      ---------        ---------     ---------
         Weighted Average Shares- (Diluted)       3,968,782      3,942,716        3,961,282     3,941,127
                                                  =========      =========        =========     =========
</TABLE>


         NOTE 5:  INCOME TAXES

         In  accordance   with  Statement  of  Accounting   Standards  No.  109,
         Accounting  for Income Taxes,  the primary  components of the Company's
         deferred tax assets and liabilities and the related valuation allowance
         are as follows (in 000's):
<TABLE>
<CAPTION>
<S>                                                  <C>                    <C>

                                               September 30, 2005        March 31, 2005
          Assets:
            Uniform capitalization adjustment        $    38                $    50
            Net operating loss carryforward            1,798                    938
            Investment tax credits                       144                    144
            Asset impairment                             720                    720
            Capital loss                                 162                    149
            Valuation reserve                           (720)                  (880)
            Other                                         64                     64
                                                     --------               -------
                                                       2,206                  1,185
                                                     --------               -------
          Liabilities:
            Accelerated depreciation                  (1,331)                (1,185)
                                                     --------               -------
                                                      (1,331)                (1,185)
                                                     -------               --------
          Net deferred tax asset (liability)         $   875               $    -0-
                                                     =======               ========
</TABLE>

                                     Page 8
<PAGE>

         At  September   30,  2005,   the  Company  had  net   operating   loss
         carryforwards of approximately $2,060,000 expiring from 2006 to 2012.


         NOTE 6:  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 September 30,
                                                    ----------------------------
                                                              (in 000's)
                                                              ----------
                                                      2005               2004
                                                      ----               ----
            Cash payments for interest               $ 230              $ 185


         NOTE 7: FINANCIAL ACCOUNTING STANDARDS
                 ------------------------------

         In July  2002,  the  Public  Company  Accounting  Reform  and  Investor
         Protection Act of 2002 (the  Sarbanes-Oxley  Act) was enacted.  Section
         404  of  this  act   stipulates   that  public   companies   must  take
         responsibility for maintaining an effective system of internal control.
         The  act  further   requires   public   companies   to  report  on  the
         effectiveness  of their control over financial  reporting and obtain an
         attest  report  from their  independent  registered  public  accountant
         confirming  the Company's  conclusions.  The Company is not required to
         comply with Section 404 until the fiscal year ending March 31, 2007.

         In November 2004,  the Financial  Accounting  Standards  Board ("FASB")
         issued SFAS No. 151,  "Inventory  Costs - an  amendment  of ARB No. 43,
         Chapter  4". This  statement  clarifies  the  accounting  for  abnormal
         amounts of idle facility  expense,  freight  handling  costs and wasted
         material (spoilage) requiring that these costs be recognized as current
         period charges.  SFAS No. 151 is effective  prospectively for inventory
         costs incurred  during fiscal years beginning after September 15, 2005.
         Management  does  not  expect  the  adoption  SFAS  No.  151 to  have a
         significant impact on the Company's financial statements.

         In December  2004,  the FASB issued  SFAS No.  153,  "Exchanges  of Non
         monetary  Assets - an  amendment  of APB Opinion No. 29".  SFAS No. 153
         amends  Accounting  Principles  Board ("APB") Opinion 29 concerning the
         accounting   for   exchanges  of  similar   productive   assets.   Such
         transactions should be accounted for at fair value, the basic principle
         for non  monetary  transaction,  unless the exchange  lacks  commercial
         substance.  The Company will adopt SFAS No. 153 in fiscal year 2006 and
         does  not  expect  it to have a  significant  impact  on the  Company's
         consolidated financial statements.

         In December 2004, the FASB issued SFAS No. 123 (revised  2004),  "Share
         Based  Payment",  replacing SFAS No. 123,  "Accounting  for Stock-Based
         Compensation,"  and superseding  APB Opinion 25,  "Accounting for Stock
         Issued to  Employees."  SFAS No. 123 (revised  2004)  requires that the
         cost  of  share-based  payment   transactions   (including  those  with
         employees and non-employees) be recognized as compensation costs in the
         financial   statements.   The  revised  SFAS  No.123   applies  to  all
         share-based  payment  transactions in which an entity acquires goods or
         services by issuing (or offering to issue) its shares,  share  options,
         or other  equity  instruments  or by incurring  liabilities  in amounts
         based  (even in part) on the  price  of the  entity's  shares  or other
         equity instruments,  or that require (or may require) settlement by the
         issuance  of an  entity's  shares  or other  equity  instruments.  This
         statement  applies  to all  new  awards  granted  during  fiscal  years
         beginning  after  September  15, 2005 and to  previous  awards that are
         modified  or  cancelled  after such  date.  The  Company  has not fully
         evaluated  the effect of SFAS No. 123 (revised  2004) on the  financial
         statements and has not determined the method of adoption it will use to
         implement revised SFAS No. 123.


                                     Page 9
<PAGE>



         NOTE 8: COMMITMENTS AND CONTINGENCIES:
                 -----------------------------

         During the six month  period  ended  September  30,  2005,  the Company
         incurred a loss from  discontinued  operations of $1,069,000  (net of a
         deferred tax benefit of $1,030,000), which relates solely to its Vulcan
         subsidiary.  Additionally,  as of  that  date,  the  Company's  current
         liabilities  exceeded its current  assets.  Management  has developed a
         plan to  restructure  debt with its secured  creditor and together with
         the  anticipated  cash flow from its  remaining  operations  provides a
         course of action they  believe  will allow the Company to deal with the
         adverse effects and conditions.














                                    Page 10
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


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

         RESULTS OF OPERATIONS
         ---------------------

         Net  sales  from  continuing  operations  for the  three  months  ended
September 30, 2005  increased by $440,000,  or 11% over the prior year.  For the
six month period,  net sales were $761,000 higher,  or 9% above the period ended
September 30, 2004.
         The Company formerly operated in two business  segments,  heat transfer
products  and  automotive  products.  A major  storm in Lower  Michigan in early
September  caused a multi week disruption to operations  that severely  impacted
the  ability  of the  automotive  products  segment  to meet  its  manufacturing
commitments.  The revenue shortfall  eventually led to the subsidiary and parent
companies entering into an agreement with its lenders whereby certain production
equipment  was sold to a major  customer.  This  resulted  in the  write-off  of
deferred items and impaired the carrying values of the goodwill and other assets
of the  subsidiary.  The write off,  recorded during the fiscal year ended March
31,  2005,  constituted  a one-time  charge and  aggregated  approximately  $3.3
million.  As part of the sale, a significant amount of debt was removed from the
balance sheet as loans secured by the equipment were paid in full.
         After the sale the  subsidiary  continued to operate the  equipment and
billed the customer for such services. In August, the subsidiary received notice
that the customer was removing the production equipment from the facility.  As a
result, the Company  discontinued  Vulcan's operations and began liquidating the
remaining  Vulcan  assets;  the  proceeds  of which  were paid to the  remaining
secured lender.  As of September 30, 2005  substantially all operating assets of
Vulcan were  liquidated,  resulting  in the  recording  of a loss on disposal of
assets of $658,000 in the current period. The Company and the bank are currently
discussing  the terms under which the  balance of the secured  debt  obligations
will be repaid.  The  operations  of this  subsidiary  have been  reflected as a
discontinued  operation for the current period and all prior periods  presented.
Accordingly,  the Company now operates in only one business segment,  the design
and manufacture of heat transfer products.
         Significant  risk factors and economic  considerations  associated with
heat  transfer  products  include,  but are not  limited to, the cost of energy,
incentives  provided by producers,  sellers and  municipalities to encourage the
use of more efficient equipment,  interest rate changes in the United States and
abroad  that  can  stimulate  or  depress   purchasing   demand,  the  cost  and
availability  of  materials  used  in the  production  of  these  products,  and
regulatory   directives  relating  to  energy   consumption,   conservation  and
environmental issues.
         As noted in recent filings,  the increase in sales in the heat transfer
segment  is  due   largely   to  the  strong   housing   market   augmented   by
commercial/industrial   building   HVAC  needs  and   marine  air   conditioning
applications.  The Company has  recently  developed  the  capability  to produce
special purpose enhanced surface tubing in titanium,  an offering that is unique
to the  markets it is now  serving.  Favorable  response  to this  product  from
swimming pool and spa heat pump manufacturers  also generated  significant sales
during the current three and six month periods.
         Cost of sales  approximated 73% of net sales for all periods  presented
both in the current and prior year. The cost of metals,  principally  copper and
stainless  steel,  has risen sharply  during the past  eighteen  months to their
highest  levels in the past six years and it is  uncertain  when the market will
experience  cost  relief.  Nickel and  carbon  steel  prices had also  increased
significantly   until  a  few  months  ago  but  have  now  exhibited  signs  of
stabilization and some cost reductions.  Although the effects of cost changes in
the metal  markets are shared with  customers,  the impact is a net reduction of
gross margin.  Aggregate  manufacturing overhead expenses were generally in line
with the increased  production  requirements  in the current  year,  however the
Company did incur some  additional  increases in employee  benefit  expenses and
facility occupancy expenses such as property taxes and utility costs.
         The increase in selling,  general and administrative  expenses over the
prior year was 10% and 12%, for the three and six month  periods,  respectively.


                                    Page 11
<PAGE>

This  change  was  comparable  to the  increase  in sales for the same  periods.
Personnel  were  added  in  customer  service,  engineering  and  other  support
functions  in  fiscal  2006.  The  Company  plans on  further  additions  to its
marketing and  engineering  staff during the balance of the year and into fiscal
2007 to support new products and markets.  Interest expense  increased in fiscal
2006 from the prior year  periods  primarily  due to the rising  prime rate.  At
September 30, 2005 the Company recorded a significant  deferred tax benefit as a
result of the large  operating  losses and liquidation of assets and liabilities
of its Vulcan subsidiary.
          As a result of the cessation of  operations at Vulcan,  the Company is
reporting all activity related to Vulcan as a discontinued operation in both the
current  quarter and six month periods of this year.  The same periods of fiscal
2005 have been  restated  for  comparability.  For the current  quarter,  Vulcan
reported a loss from  operations of $1,345,000  compared to loss from operations
of $36,000 in fiscal 2005.  For the six month  periods the loss from  operations
was  $1,441,000  and  $144,000,  respectively.  Also during the current  quarter
Vulcan recorded a loss on disposal of assets of $658,000.


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

          At  September  30, 2005  consolidated  working  capital was a negative
$666,000 compared to a negative $973,000 at March 31, 2005. The negative working
capital is  attributable to advances made and funds raised by the parent company
for its Vulcan subsidiary  during the past year.  Aggregate debt attributable to
continuing  operations  at  September  30,  2005 was  $6,369,000  as compared to
$5,780,000 at March 31, 2005. Of these  amounts,  long-term  debt was $2,879,000
and  $2,785,000,  respectively.  In July 2005  Vulcan  sold  certain  production
equipment to a customer,  resulting in the repayment of secured debt obligations
aggregating $1,784,000.
         Capital  expenditures  aggregated  $132,000  for the six  months  ended
September 2005 compared to $267,000 in the same period of the prior year.  These
expenditures  for both  years  were  funded  from the  revolving  line of credit
further  increasing the company's  short term debt load. The Company  intends to
refinance a portion of this debt to better  match the  long-lived  nature of the
expenditures.
         The Company and its bank have  restructured  the balance of the secured
debt resulting from the Vulcan  closure.  The  restructured  debt  arrangements,
together with the  anticipated  cash flow from  remaining  operations  provide a
course of action  management  believes  will allow the  Company to deal with the
adverse effects and conditions  resulting from the  discontinuance of operations
at Vulcan. Term debt financing to fund future capital expenditure  programs will
be  explored  with the bank  during  the  coming  months.  The  Company  is also
exploring other avenues to reduce the obligations  created by the Vulcan closing
to improve the  balance  sheet of the  Company.  After  completion  of the above
actions the Company's  access to credit is expected to be adequate in the coming
year as increased  revenues from  continuing  operations  coupled with operating
efficiencies  are projected to create  sufficient  availability in its revolving
line of credit.
          Increases in operating costs continue to play a more  significant role
in the Company's  day-to-day  operations in both segments as competitive pricing
pressures  have  restricted  the  Company's  ability to fully  recover all added
expenses.  Improvements in  manufacturing  processes and procedures have enabled
the Company to offset a portion of increasing  costs while  continuing  internal
refinements are expected to generate  further cost reductions  during the coming
year.  The  regional  labor  markets  for  qualified  skilled  and  semi-skilled
employees  is  weak  and  a  shortage  of  experienced   technical  support  and
engineering staff is expected to continue for the foreseeable future. Employment
related costs  continue to escalate and the impact on future  periods is unknown
at this time  although the Company is  continually  exploring  opportunities  to
reduce these expenses.

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


                                    Page 12
<PAGE>

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 in reports that the Company  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 and six month periods ended for this report.  No  significant
deficiencies or material  weaknesses in such disclosure  controls and procedures
requiring corrective actions were uncovered.




















                                    Page 13
<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 Sales 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.

         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.








                                    Page 14
<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 11, 2005     By:      /s/  Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


         Date: November 11, 2005     By:      /s/  Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer




TDYN 10Q 09-30-05

                                    Page 15