SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


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






For the quarterly period ended June 30, 1999     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
 Incorporation or Organization)                              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.)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 of the  Exchange  Act during  the past 12 months  (or for such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.


               Yes  ___X___                           No  _______


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, 1999
            -----                                ----------------------------
Common stock $.01 Par Value                           13,305,008 Shares



<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX


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


 PART I            FINANCIAL INFORMATION

       Item 1.     Financial Statements

                   Consolidated Balance Sheet
                      June 30, 1999 and March 31, 1999....................    3

                   Consolidated Statements of Income and Comprehensive
                      Income Three Months Ended June 30,
                      1999 and 1998.......................................    4


                   Consolidated Statements of Cash Flows
                      Three Months Ended June 30,
                      1999 and 1998.......................................    5

                   Notes to Consolidated Financial Statements.............  6-7

       Item 2.     Management's Discussion and Analysis ..................  8-9


 PART II           OTHER INFORMATION

       Item 1.     Legal Proceedings......................................   10

       Item 2.     Changes in Securities..................................   10

       Item 3.     Defaults Upon Senior Securities........................   10

       Item 4.     Submission of Matters to a Vote of Security Holders....   10

       Item 5.     Other Information......................................   10

       Item 6.     Exhibits and Reports on Form 8-K.......................   10

SIGNATURE PAGE ...........................................................   11




<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                June 30,       March 31,
                                                                 1999            1999
                                                              (Unaudited)      (Audited)
<S>                                                          <C>             <C>
CURRENT ASSETS
  Cash                                                       $      2,736    $      1,658
  Accounts Receivable, Net                                      1,582,799       1,259,524
  Inventories                                                   1,784,698       1,957,097
  Prepaid Expenses and Other Current Assets                       329,579         267,654
  Deferred Income Taxes                                           100,000         100,000
                                                             ------------    ------------
    Total Current Assets                                        3,799,812       3,585,933
                                                             ------------    ------------

PROPERTY , PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                       9,451,846       9,354,857
  Less: Accumulated Depreciation                                4,848,307       4,768,658
                                                             ------------    ------------
   Property, Plant, and Equipment - Net                         4,603,539       4,586,199
                                                             ------------    ------------

OTHER ASSETS
  Undeveloped Land Held for Investment                            119,666         118,109
  Intangible Assets - Net of Amortization                         112,698         115,683
  Officers' Life Insurance                                      1,270,462       1,243,234
  Investment in Foreign Company                                   100,000         100,000
  Deposits and Other                                                6,722           8,293
  Marketable Equity Securities, at Market                         222,000         185,000
                                                             ------------    ------------
    Total Other Assets                                          1,831,548       1,770,319
                                                             ------------    ------------

TOTAL ASSETS                                                 $ 10,234,899    $  9,942,451
                                                             ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                           $  1,094,005    $  1,249,110
  Accrued Taxes and Expenses                                      150,872         162,131
  Current Portion of Long Term Debt                               317,214         341,109
  Notes Payable - Bank                                          1,858,145       1,513,443
                                                             ------------    ------------

    Total Current Liabilities                                   3,420,236       3,265,793
                                                             ------------    ------------

LONG TERM DEBT                                                  2,144,698       2,194,241
                                                             ------------    ------------

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 13,305,008 shares
      at 6/30/99 and 13,305,008 shares at 3/31/99                 133,050         133,050
    Additional Paid-in Capital                                  5,444,855       5,444,855
  Less:  Treasury Stock, at Cost                                  320,521         320,521
  Less:  Accumulated Other Comprehensive Loss                     222,000         259,000
  Retained Earnings (Deficit)                                    (365,419)       (515,967)
                                                             ------------    ------------
    Total Stockholders' Equity                                  4,669,965       4,482,417
                                                             ------------    ------------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                       $ 10,234,899    $  9,942,451
                                                             ============    ============
</TABLE>

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


                                       3
<PAGE>

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



                                                       1999            1998
                                                   ------------    ------------

Net Sales                                          $  2,960,484    $  2,632,455

Cost of Goods Sold                                    2,167,267       1,887,582
                                                   ------------    ------------

Gross Profit                                            793,217         754,873

Selling, General & Administrative Expenses              540,472         507,036
                                                   ------------    ------------

Income From Operations                                  252,745         247,837
                                                   ------------    ------------

Other Income (Expense)
     Interest Expense, Net                              (97,412)        (96,828)
     Other - Net                                         (4,785)         (4,784)
                                                   ------------    ------------
     Total Other Income (Expense)                      (102,197)       (101,612)
                                                   ------------    ------------

Income Before Income Taxes                              150,548         146,225

Provision for Income Taxes                                  -0-             -0-
                                                   ------------    ------------

Net Income                                              150,548         146,225

Other Comprehensive Income (Loss), net of tax
      Unrealized holding gains during the period         37,000         (85,750)
                                                   ------------    ------------
                                                         37,000         (85,750)
                                                   ------------    ------------

Comprehensive Income                               $    187,548    $     60,474
                                                   ------------    ------------

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

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

Weighted Average Shares Outstanding- Basic           13,305,008      12,633,731
                                                   ============    ============
Weighted Average Shares Outstanding- Diluted         15,338,341      15,829,128
                                                   ============    ============





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


                                       4
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       FOR THE THREE MONTHS ENDED JUNE 30,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         1999         1998
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
OPERATING ACTIVITIES:
  Net income                                                           $ 150,548    $ 146,225
         Adjustments to reconcile net income to net cash provided by
         operating activities:

  Depreciation and amortization                                           82,634       86,309

  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                             (155,105)     (17,861)
    Decrease (increase) in prepaid expenses
        and other assets                                                 (59,625)     (45,530)
    Decrease (increase) in accounts receivable                          (323,275)    (317,154)
    Decrease (increase) in inventories                                   172,399     (273,620)
    Increase (decrease) in accrued expenses                              (11,259)      21,385
                                                                       ---------    ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                        (143,683)    (400,246)
                                                                       ---------    ---------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                             (96,989)     (69,137)
  Increase in other investments                                           (2,286)      (1,516)
  Increase in life insurance premiums receivable                         (27,228)     (27,227)
                                                                       ---------    ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                     (126,503)     (97,880)
                                                                       ---------    ---------

FINANCING ACTIVITIES
  Sale of common stock                                                       -0-          -0-
  Principal payments on debt obligations                                 (73,438)     (73,889)
  Net proceeds from revolving and term debt                              344,702      572,607
                                                                       ---------    ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                      271,264      498,718
                                                                       ---------    ---------

INCREASE (DECREASE) IN CASH                                                1,078          592

CASH AT BEGINNING OF PERIOD                                                1,658        2,023
                                                                       ---------    ---------

CASH AT END OF PERIOD                                                  $   2,736    $   2,615
                                                                       =========    =========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       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 generally  accepted  accounting  principles have been condensed or omitted.
The results of operations  for the three months ended June 30, 1999 and June 30,
1998 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:

                                                    1999               1998
                                              ----------         ----------
     Raw materials                            $  914,255         $1,184,613
     Work-in-process                             317,987            299,895
     Finished goods                              552,456            237,522
                                              ----------         ----------
                                              $1,784,698         $1,722,040
                                              ==========         ==========

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,  1998 and June 30,  1997 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:


                                                      Three Months Ended
                                                 June 30, 1999  June 30, 1998
                                                 -------------  -------------

     Weighted Average Shares Outstanding-
                       (Basic)                     13,305,008    12,633,731

     Assumed Conversion of Stock Options            2,033,333     3,195,397
                                                   ----------    ----------

     Weighted Average Shares Outstanding-
                       (Diluted)                   15,338,341    15,829,128
                                                   ----------    ----------


                                       6
<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:

     Assets:
       Uniform capitalization adjustment                         $     386
       Net operating loss carryforward                             341,631
       Other                                                         2,090
                                                                 ---------
                                                                   344,107
                                                                 ---------
     Liabilities:
       Accelerated depreciation                                     (1,540)
                                                                 ---------
                                                                    (1,540)
     Net deferred tax asset before valuation allowance             345,647

     Less: Valuation allowance                                    (245,647)
                                                                 ---------
     Net deferred tax asset                                      $ 100,000
                                                                 =========

     The Company continually reviews the adequacy of the valuation allowance and
recognizes a benefit from income taxes only when reassessment  indicates that it
is more likely than not that the benefits will be realized

     At June 30,  1999,  the Company had net  operating  loss  carryforwards  of
approximately  $1,148,000  expiring from 2001 to 2007.  In addition,  unused tax
credits of $144,000 expire from 2000 to 2001 and are also being carried forward.


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,
                                                          1999        1998
                                                       --------     --------
     Cash payments for interest                        $ 97,412     $ 96,828
      Issuance of common stock to 401(k) plan          $    -0-     $  5,483
     Valuation reserve to reflect long-term equity
           securities at market                        $ 37,000     $(85,750)


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.


                                       7
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

     RESULTS OF OPERATIONS

     Net sales for the three  months  ended June 30,  1999  reached a new record
level of $2,960,484, which were $328,029 or 12% higher than the comparable three
month period of the prior year.  Net sales were  $278,417  (10%) higher than the
three months ended March 1999, which was the former record.

     The increase in net sales  continued the trend begun during the 1997 fiscal
year.  Shipments to customers were extremely  strong during the quarter,  led by
water source heat pump applications.  This core business, spurred by new housing
starts in many regions of the US, continued to exhibit significant growth. Other
markets for coaxial coils,  swimming pool heat pumps,  marine space conditioning
and ice machines,  also  contributed  significantly  to the Company's  shipments
during the quarter.  Shipments for the next three months (July through September
1999) are  expected  to be  somewhat  lower than the  April-June  quarter due to
normal  seasonal  trends and  scheduled  summer  vacation  shutdowns  at certain
customer  facilities;  however projected levels are expected to be comparable to
those recorded in the same period last year.

     Assuming a continuation of the trends currently anticipated,  net sales for
the fiscal year ending  March 31, 2000 are expected to exceed those of the prior
fiscal year, establishing a new record for annual shipments.

     Cost of sales  aggregated  approximately  73% of net sales for the  current
period,  versus  71% for the same  period  last  year.  Direct  labor unit costs
declined  resulting from  efficiencies  attributable to cellular  manufacturing.
Material costs  increased  slightly as copper  pricing in the commodity  markets
exhibited some slight upward  trending and the  manufacturing  mix included more
material intensive coils.

     Selling,  general and administrative expenses increased by $33,436 over the
same period last year. Staffing additions in various support functions were made
during the later stages of last fiscal year,  which are now reflected as part of
the period costs in fiscal 2000. The Company plans on further  supplementing its
marketing and engineering staffs during the current year.

     Other expenses  remained flat as bank interest  charges varied by less than
1% for both years. The Company recorded net  comprehensive  income of $37,000 in
fiscal 2000 compared to a loss of $85,750 in the prior year, due to market value
fluctuations of an investment in publicly traded securities.

     Overall,  net income  increased  slightly  from  $146,225 in fiscal 1999 to
$150,548 in the current three-month period and comprehensive income increased by
$127,074 over the prior year period.


     LIQUIDITY AND CAPITAL RESOURCES

     Working capital totaled $379,576 at June 30, 1999,  compared to $320,140 at
March 31,  1999 and  $509,132  at June 30,  1998.  During the  current  quarter,
current assets  increased by $213,879 and total assets  eclipsed the $10 million
level for the first time,  finishing at  $10,234,899  on June  30,1999.  Current
liabilities  increased by a similar margin as additions to operating assets were
funded by higher borrowings against the Company's line of credit.

     Accounts  receivable  increased during the quarter by $323,275,  reflecting
the record level of shipment in the period. Conversely, inventories were reduced
by $172,399,  or 9%, from March 31, 1999 as the Company has  targeted  this area
for special emphasis during the current year. Inventories are expected to remain
near this level for the balance of fiscal year 2000. Trade accounts payable also
decreased  during  the  period,  in  conjunction  with the  inventory  reduction
program.

     Investing  activities  increased from $97,880 during the prior year quarter
to $126,503 in the three months ended June 30, 1999. The Company is engaged in a
program to upgrade and augment its  production  equipment in fiscal 2000.  It is
expected that overall  expenses in this area during the balance of the year will
be slightly above fiscal 1999 levels.

     Net  cash  provided  by  financing  activities  in the  current  year  were
significantly  below that of the quarter  ended June 30, 1999.  During the prior
year's  quarter,  an increase in  inventories  was required to support  customer
requirements,  which resulted in advances  against the revolving line of credit.
As inventories  were reduced in the current  quarter,  there was a complimentary
effect on the revolving debt.


                                       8
<PAGE>

     In June 1999 the Company  commenced  construction  of a 15,000  square foot
addition to its primary  manufacturing  facility.  Completion is expected by the
end of 1999 and certain of the operations currently housed in a separate Company
owned building will be relocated to the new space. The addition is financed with
a construction loan from the Company's principal bank; the loan is planned to be
converted to a permanent mortgage upon completion of the project.

     Inflation  and other cost  increases  continue  to play a minor role in the
Company's day to day  operations.  Improvements to  manufacturing  processes and
procedures  coupled with small price  increases in purchased  goods and services
have enabled the Company to maintain its current  cost  structure.  Stability in
the precious metals markets has also enabled the Company to continue to purchase
raw materials at  competitive  prices for  conversion  into products  shipped to
customers.  As the Company  continues its conversion to cellular  manufacturing,
further cost  reductions are  anticipated  which should offset future effects of
inflation for the balance of the fiscal year.


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.


                                       9
<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.


                                       10
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                 SIGNATURE PAGE




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.




                                 THERMODYNETICS, INC.



Date: August 13, 1999            By:      /s/  Robert A. Lerman
                                        ----------------------------------------
                                        Robert A. Lerman
                                        President


Date: August 13, 1999            By:      /s/  Robert I. Lieberman
                                        ----------------------------------------
                                        Robert I. Lieberman
                                        Treasurer and Chief Financial Officer


                                       11